<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
_________
For the fiscal year ended Commission File Number
December 31, 1996 0-16337
FCC National Bank (with respect to First Chicago Master Trust II)
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States of America 51-0269396
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Gateway Center, 300 King Street, Wilmington, Delaware 19801
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 302-594-8606
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
First Chicago Master Trust II 6.25% Asset Backed Certificates Series 1992-E
Floating Rate Asset Backed Certificates Series 1993-F
Floating Rate Credit Card Certificates Series 1993-H
Floating Rate Asset Backed Certificates Series 1994-I
Floating Rate Asset Backed Certificates Series 1994-J
Floating Rate Credit Card Certificates Series 1994-K
7.15% Credit Card Certificates Series 1994-L
Floating Rate Credit Card Certificates Series 1995-M
Floating Rate Credit Card Certificates Series 1995-N
Floating Rate Credit Card Certificates Series 1995-O
Floating Rate Credit Card Certificates Series 1995-P
Floating Rate Asset Backed Certificates Series 1996-Q*
Floating Rate Asset Backed Certificates series 1996-R*
Floating Rate Asset Backed Certificates Series 1996-S*
(Title of Class)
*Registration statement filed.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
-----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date. None.
Documents Incorporated By Reference. None.
<PAGE>
FCC National Bank (with respect to
First Chicago Master Trust II)
- ----------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I
Item 1. Business.......................................................... 1
Item 2. Properties........................................................ 1
Item 3. Legal Proceedings................................................. 1
Item 4. Submission of Matters to a Vote of Security Holders............... 1
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters............................................... 1
Item 6. Selected Financial Data........................................... 2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 2
Item 8. Financial Statements and Supplementary Data....................... 2
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................... 2
PART III
Item 10. Directors and Executive Officers of the Registrant................ 2
Item 11. Executive Compensation............................................ 2
Item 12. Security Ownership of Certain Beneficial Owners and Management.... 3
Item 13. Certain Relationships and Related Transactions.................... 13
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.. 13
SIGNATURES................................................................. 14
EXHIBITS................................................................... 16
</TABLE>
<PAGE>
PART I
- ------
ITEM 1. Business
--------
Not applicable.
ITEM 2. Properties
----------
The information set forth in the Current Reports on Form 8-K dated January
12, 1996, February 9, 1996, March 12, 1996, April 11, 1996, May 10, 1996, June
13, 1996, July 11, 1996, August 13, 1996, September 9, 1996, October 10, 1996,
November 12, 1996, and December 11, 1996, as filed by the Registrant with
respect to First Chicago Master Trust II, is incorporated herein by reference.
(Certain terms used but not defined in this Form 10-K Annual Report have the
meanings assigned, respectively, in the Pooling and Servicing Agreement dated as
of June 1, 1990, as amended and supplemented, filed as Exhibits 4.1, 4.2, 4.3,
4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17,
4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24 and 4.25 to the Registrant's Form S-3
Registration Statement No. 333-02361.)
First Chicago Master Trust II ( "Master Trust II")
For the February 15, 1997, interest payment date, 2.04% of the Accounts
in the Master Trust II were 30 days or more delinquent, which represented
6.21% of the receivables in the Master Trust II. As of the February 15, 1997,
interest payment date, the amount of receivables in the Master Trust II
written off as uncollectible in each of the prior two Due Periods equalled
9.12% and 8.24%, respectively, on an annualized basis of the balance of
receivables in the Master Trust for such Due Periods.
ITEM 3. Legal Proceedings
-----------------
There are no material pending legal proceedings with respect to Master Trust
II, involving Master Trust II, the Trustee or the Registrant, other than
ordinary or routine litigation incidental to the Trustee's or the Registrant's
duties under the applicable Pooling and Servicing Agreement.
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
-------
Master Trust II
(i) There is no established public trading market for the
Certificates.
(ii) Since each of the Certificates was issued in book entry form
only, there is only one holder of record of each Series of
Certificates.
(iii) Not applicable.
1
<PAGE>
ITEM 6. Selected Financial Data
-----------------------
Not applicable.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Not applicable.
ITEM 8. Financial Statements and Supplementary Data
-------------------------------------------
See (i) the Annual Servicer's Certificate respecting compliance for the
Master Trust II filed as Exhibit 1 under Item 14(a) hereof, (ii) the Annual
Independent Public Accountant's Reports concerning the Servicer's servicing
activities and applying certain agreed-upon procedures for Master Trust II filed
as Exhibit 2 under Item 14(a) hereof, and (iii) the Supplementary Master Trust
II Data relating to the performance of Master Trust II filed as Exhibit 3 under
Item 14(a) hereof.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
PART III
- --------
ITEM 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Not applicable.
ITEM 11. Executive Compensation
----------------------
Not applicable.
2
<PAGE>
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
(a) Each holder of record/*/ at December 31, 1996, of more than five percent
(5%) of each Series of Certificates is indicated below:
Master Trust II
(A) 6.25% Asset Backed Certificates Series 1992-E
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $367,491,000 36.75%
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Boston Safe Deposit & Trust Company 131,815,000 13.18
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburg, Pennsylvania 15259
Bank of New York 89,635,000 8.96
925 Patterson Plank Road
Secaucus, New Jersey 07094
SSB Custodian 60,260,000 6.03
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
Bear Stearns Securities Corp./Portal 55,935,000 5.59
One Metrotech Center North, 4th floor
Brooklyn New York 11201-3862
</TABLE>
_______________________
/*/ With respect to each Series of Certificates, The Depository Trust Company
("DTC"), through its nominee Cede & Co., P.O. Box 20, Bowling Green Station, New
York, New York 10274, is the sole holder of record of more than five percent
(5%) of the Certificates. The information set forth in response to Item 12(a)
represents those persons for whom DTC holds the Certificates, based on
information supplied by DTC to the Registrants.
3
<PAGE>
(B) Floating Rate Asset Backed Certificates Series 1993-F
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $298,850,000 42.69%
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Bank of New York 100,010,000 14.29
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bankers Trust Company 83,440,000 11.92
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
SSB-Custodian 74,920,000 10.70
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
Citicorp Services, Inc. 40,000,000 5.71
P.O. Box 30576
Tampa, Florida 33607
Chase Securities Inc. 35,400,000 5.06
55 Water Street, Room 434
New York, New York 10041
</TABLE>
(C) Floating Rate Credit Card Certificates Series 1993-H
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
Bank of New York $249,040,000 35.58%
925 Patterson Plank Road
Secaucus, New Jersey 07094
SSB - Custodian 179,200,000 25.60
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. 130,000,000 18.57
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Bankers Trust Company 51,710,000 7.39
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Citicorp Services, Inc. 35,350,000 5.05
P.O. Box 30576
Tampa, Florida 33607
</TABLE>
(D) Floating Rate Asset Backed Certificates Series 1994-I
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
Bank of New York $117,540,000 23.51%
925 Patterson Plank Road
Secaucus, New Jersey 07094
The Chase Manhattan Bank, N.A. 91,000,000 18.20
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Boston Safe Deposit & Trust Company 85,000,000 17.00
c/o Mellon Bank N.A.
Three Mellon Bank center
Room 153-3015
Pittsburg, Pennsylvania 15259
Investors Fiduciary Trust Company/SSB 71,410,000 14.28
Global Proxy Uni, A5NW
P.O.Box 1631
Boston, Massachusetts 02105-1631
Swiss Bank Corporation 59,500,000 11.90
New York Branch
22 Broadway
New York, New York 10038
</TABLE>
5
<PAGE>
(E) Floating Rate Asset Backed Certificates Series 1994-J
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
Boston Safe Deposit & Trust Company $167,325,000 33.47%
c/o Mellon Bank N.A.
Three Mellon Bank center
Room 153-3015
Pittsburg, Pennsylvania 15259
Bankers Trust Company 99,850,000 19.97
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Smith Barney Harris Upham & Co., Inc. 47,500,000 9.50
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Chase Manhattan Bank/Chemical 40,250,000 8.05
Auto Settle Department
4 New York Plaza, 4th Floor
New York, New York 10004
Citicorp Services, Inc. 34,025,000 6.81
P.O. Box 30576
Tampa, Florida 33607
SSB - Custodian 30,000,000 6.00
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
The Chase Manhattan Bank, N.A. 30,000,000 6.00
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
</TABLE>
6
<PAGE>
(F) Floating Rate Credit Card Certificates Series 1994-K
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
SSB - Custodian $279,255,000 55.85%
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
Bankers Trust Company 85,800,000 17.16
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Citicorp Services, Inc. 40,000,000 8.00
P.O. Box 30576
Tampa, Florida 33607
Boston Safe Deposit & Trust Co. 35,000,000 7.00
c/o Mellon Bank N.A.
Three Mellon Bank center
Room 153-3015
Pittsburg, Pennsylvania 15259
Bank of New York 30,000,000 6.00
925 Patterson Plank Road
Secaucus, New Jersey 07094
</TABLE>
7
<PAGE>
(G) 7.15% Credit Card Certificates Series 1994-L
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
Firstar Trust Company $78,060,000 15.61%
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Chase Manhattan Bank/ Broker & 75,200,000 15.04
Dealer Clearance Department
4 New York Plaza, 21st Floor
New York, New York 10015
SSB - Custodian 65,105,000 13.02
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
The Chase Manhattan Bank, N.A. 46,275,000 9.26
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Bankers Trust Company 43,015,000 8.60
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Bank of New York 34,440,000 6.89
925 Patterson Plank Road
Secaucus, New Jersey 07094
</TABLE>
8
<PAGE>
(H) Floating Rate Credit Card Certificates Series 1995-M
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ ------------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $180,000,000 36.00%
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Bankers Trust Company 155,950,000 31.19
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Bank of New York 42,000,000 8.40
925 Patterson Plank Road
Secaucus, New Jersey 07094
Fuji Bank & Trust Company 40,000,000 8.00
2 World Trade Center 81st Floor
New York, New York 10048
</TABLE>
(I) Floating Rate Credit Card Certificates Series 1995-N
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
SSB - Custodian $313,125,000 62.63%
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
The First National Bank of Chicago 55,000,000 11.00
One First National Plaza, Suite 0417
Chicago, Illinois 60670
Bankers Trust Company 40,000,000 8.00
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
</TABLE>
9
<PAGE>
(J) Floating Rate Credit Card Certificates Series 1995-O
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
Bankers Trust Company $179,690,000 35.94%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
The Chase Manhattan Bank, N.A. 135,000,000 27.00
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Citicorp Services, Inc. 50,560,000 10.11
P.O. Box 30576
Tampa, Florida 33607
The Dai-Ichi Kangyo Bank Limited 35,000,000 7.00
New York Branch
1 World Trade Center, Suite 4911
New York, New York 10048
Chase Manhattan Bank/Chemical 25,000,000 5.00
Auto Settle Department
4 New York Plaza, 4th Floor
New York, New York 10004
Fuji Bank & Trust Company 25,000,000 5.00
2 World Trade Center 81st Floor
New York, New York 10048
Investors Bank & Trust/M.F. Custody 25,000,000 5.00
89 South Street, 6th Floor
Corp. Action Dept.
Boston, Massachusetts 02111
</TABLE>
(K) Floating Rate Credit Card Certificates Series 1995-P
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
Bank of New York $156,150,000 31.23%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bankers Trust Company 105,450,000 21.09
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
Morgan Stanley & Co., Incorporated 50,000,000 10.00
One Pierrepont Plaza, 7th Floor
Brooklyn, New York 11201
The Chase Manhattan Bank, N.A. 39,000,000 7.80
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Citicorp Services, Inc. 31,100,000 6.22
P.O. Box 30576
Tampa, Florida 33607
Chase Manhattan Bank/Chemical 28,000,000 5.60
Auto Settle Department
4 New York Plaza, 4th Floor
New York, New York 10004
The Bank of California 25,000,000 5.00
Safekeeping Department
475 Sansome Street, 11th Floor
San Francisco, California 94145
</TABLE>
(L) Floating Rate Asset Backed Certificates Series 1996-Q
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $528,500,000 58.72%
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
Goldman, Sachs & Co. 123,625,000 13.74
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Citicorp Services, Inc. 50,000,000 5.56
P.O. Box 30576
Tampa, Florida 33607
</TABLE>
11
<PAGE>
(M) Floating Rate Asset Backed Certificates Series 1996-R
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
SSB - Custodian $202,307,000 50.58%
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
Northern Trust Company 96,000,000 24.00
801 South Canal C-In
Chicago, Illinois 60607
Citicorp Services, Inc. 45,000,000 11.25
P.O. Box 30576
Tampa, Florida 33607
Swiss Bank Corporation 25,000,000 6.25
New York Branch
222 Broadway
New York, New York 11038
</TABLE>
(N) Floating Rate Asset Backed Certificates Series 1996-S
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
The Chase Manhattan Bank, N.A. $247,000,000 35.29%
Two Chase Manhattan Plaza, 5th Floor
New York, New York 10081
NatWest Securities Corporation 75,000,000 10.71
100 Wall Street
New York, New York 10005
Goldman, Sachs & Co. 48,100,000 6.87
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
The First National Bank of Chicago 40,985,000 5.86
One First National Plaza, Suite 0417
Chicago, Illinois 60670
Bankers Trust Company 40,000,000 5.71
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Dollar Amount of Percent of
Name and Address of Holder Certificates Held (in 1,000's) Certificates Held
- -------------------------- ------------------------------ -----------------
<S> <C> <C>
Chase Manhattan Bank/ Broker 37,900,000 5.41
& Dealer Clearance Department
4 New York Plaza, 21st Floor
New York, New York 10015
SSB - Custodian 37,239,000 5.32
Global Proxy Unit, A5NW
P.O. Box 1631
Boxton, Massachusetts 02105-1631
Morgan Stanley & Co., Incorporated 36,015,000 5.15
One Pierrepont Plaza, 7th Floor
Brooklyn, New York 11201
</TABLE>
(b) Not Applicable.
(c) Not Applicable.
ITEM 13. Certain Relationships and Related Transactions
----------------------------------------------
Not applicable.
PART IV
- -------
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) 1. Annual Servicer's Certificate respecting compliance for Master Trust
II dated March 25, 1997.
2. Annual Independent Public Accountant's Reports dated March 14, 1997
concerning the Servicer's servicing activities and applying certain
agreed-upon procedures for Master Trust II for the period ended
December 31, 1996.
3. Supplementary Master Trust II Data relating to the performance of
Master Trust II.
(b) See Item 2.
(c) Not applicable.
(d) Not applicable. No annual report or proxy material has been sent to
security holders.
13
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 25th day of March,
1997.
FCC NATIONAL BANK
(Registrant)
/s/ W. G. Jurgensen
By: ________________________________________
W. G. Jurgensen
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrants and
in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Frederick M. Adams, Jr.
___________________________ Director March 25, 1997
Frederick M. Adams, Jr.
/s/ S. Faye Dadzie
___________________________ Director March 25, 1997
S. Faye Dadzie
/s/ Joseph M. Dudzinsky
___________________________ Director March 25, 1997
Joseph M. Dudzinsky
/s/ Richard P. Eckman
___________________________ Director March 25, 1997
Richard P. Eckman
/s/ William J. Garner
___________________________ Director March 25, 1997
William J. Garner
/s/ W.G. Jurgensen
___________________________ Director and Principal March 25, 1997
W.G. Jurgensen Executive Officer
Michael J. Majchrzak
___________________________ Director March 25, 1997
Michael J. Majchrzak
Anthony K. Metta
___________________________ Director March 25, 1997
Anthony K. Metta
14
<PAGE>
/s/ Ralph R. Mueller
_________________________ Director March 25, 1997
Ralph R. Mueller
/s/ Peter J. Nowak, Jr.
_________________________ Director, Principal Accounting March 25, 1997
Peter J. Nowak, Jr. Officer and Principal
Financial Officer
/s/ Jeremiah P. Shea
_________________________ Director March 25, 1997
Jeremiah P. Shea
15
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Sequential Page
Number Exhibit Number
- ------- -------------- ---------------
1 Annual Servicer's Certificate respecting compliance
for Master Trust II 17
2 Annual Independent Public Accountant's Reports
for Master Trust II 18
3 Supplementary Master Trust II Data 172
16
<PAGE>
EXHIBIT 1
ANNUAL SERVICER'S CERTIFICATE
FCC NATIONAL BANK
__________________________
FIRST CHICAGO MASTER TRUST II
__________________________
The undersigned, duly authorized representatives of FCC National Bank
("FCCNB"), as Servicer pursuant to the Pooling and Servicing Agreement dated as
of June 1, 1990 by and between FCCNB, as Seller and Servicer, and Norwest Bank
Minnesota, National Association, as Trustee, do hereby certify that:
1. FCCNB is, as of the date hereof, both the Seller and the Servicer
under the Pooling and Servicing Agreement.
2. The undersigned are duly authorized pursuant to the Pooling and
Servicing Agreement to execute and deliver this Certificate to the Trustee.
3. A review of the activities of the Servicer during the calendar
year ended December 31, 1996 and of its performance under the Pooling and
Servicing Agreement was conducted under our supervision.
4. Based on such review, the Servicer has, to the best of our
knowledge, fully performed all its obligations under the Pooling and
Servicing Agreement and no default in the performance of such obligations
has occurred or is continuing except as set forth in paragraph 5 below.
5. The following is a description of each default in the performance
of the Servicer's obligations under the provisions of the Pooling and
Servicing Agreement known to us to have been made by the Servicer noted
during the year ended December 31, 1996, which sets forth in detail the (i)
nature of each such default, (ii) the action taken by the Servicer, if any,
to remedy each such default and (iii) the current status of each default:
None.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
25th day of March, 1997.
/s/ Michael J. Sheahan
By:___________________________
Name: Michael J. Sheahan
Title: Vice President
/s/ Sharon A. Renchof
By:___________________________
Name: Sharon A. Renchof
Title: Assistant Secretary
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Lyonnais, New York Branch
(Series 1992-E and 1993-H)
Credit Suisse, New York Branch
(Series 1993-F, 1994-K, 1994-L,
1995-O and 1995-P)
The Industrial Bank of Japan, Limited,
Chicago Branch (Series 1994-I, 1994-J, 1995-M
and 1995-N)
Alpine Securitization Corporation
(Series 1995-0 and 1995-P)
The Fuji Bank, Limited, Chicago Branch
(Series 1996-Q)
Union Bank of Switzerland, New York Branch
(Series 1996-R and 1996-S)
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders of
the First Chicago Master Trust II
Ladies and Gentlemen:
This letter is written pursuant to Section 3.06(a) of the Pooling and Servicing
Agreement dated as of June 1, 1990, as amended and supplemented (the
"Agreement") between FCC National Bank, Seller and Servicer (the "Servicer"),
and Norwest Bank Minnesota, National Association, Trustee on behalf of the
Certificateholders of the First Chicago Master Trust II. In connection
therewith, we have performed the following agreed-upon procedures enumerated
below with respect to the servicing procedures employed by the Servicer relating
to Sections 3.01, 3.04, 3.05, 3.09, 12.01 and Article IV of the Agreement and
any Supplement, as amended to the date hereof. We have read the definitions of
terms relating thereto and such other provisions of the
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 2
March 14, 1997
Agreement as we deemed necessary for purposes of this letter. All terms herein
are used with the meaning as defined in the Agreement.
(a) We compared payment amounts on cardholder remittances to the
amounts posted to the cardholder master files, for a sample of
payments, including payments on the Accounts, noting that payments were
properly applied to cardholder accounts.
(b) We noted that the Servicer transferred card collections from
Finance Charge Receivables (including Interchange as applicable) to the
Trust on all applicable dates through review of the statements from the
Trustee.
(c) We received representation from the Servicer that separate
servicing procedures for servicing the securitized receivables were not
employed through the end of the December 1996 Due Period.
(d) We confirmed with the fidelity bond insurer that First Chicago
NBD Corporation ("the Corporation"), the parent corporation of the
Servicer, maintains fidelity bond coverage which insures against losses
through wrongdoing of its officers and employees who are involved in
the servicing of credit card receivables.
(e) We computed the base rates for each Series for every applicable
month in 1996--for January through December, 1996, for 1992-E, 1993-F,
1993-H, 1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N, 1995-O and
1995-P; for September through December, 1996, 1996-Q; and for November
through December, 1996, 1996-R and 1996-S and recomputed the monthly
portfolio yield, noting that each month's portfolio yield was above the
applicable base rate.
(f) We received representation from the Servicer that the Servicer
maintained its computer files with respect to the pool of accounts in
the manner set forth in Section 3.04(a) of the Agreement. We reviewed
the cardholder master file, noting that the Accounts may be
specifically identified in the Servicer's computer files.
(g) We reviewed all Certificates prepared by a Servicing Officer and
forwarded to the Trustee, noted that they were comparable in form to
Exhibit D of the Agreement and Exhibit B of the 1992-E, 1993-F, 1993-H,
1994-I, 1994-J, 1994-K, 1994-L, 1995-M, 1995-N, 1995-O, 1995-P, 1996-Q,
1996-R, and 1996-S Supplements to the Agreement and noted, through
confirmation with the Trustee, that the Trustee had received such
Certificates on each Determination Date preceding each Payment Date.
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 3
March 14, 1997
(h) We received representation from the Servicer that the Trustee
will receive an Officer's Certificate by March 31, 1997, in the form of
Exhibit E of the Agreement, as required under Section 3.05 of the
Agreement.
(i) We reviewed each month's Certificateholder's Monthly Certificate
Statement, noting that the amount of the First Chicago Interest in the
Trust was increased or reduced by the total amount of all adjustments
made by the Servicer, as described in Section 3.09 of the Agreement.
(j) We confirmed with the Trustee for the segregated trust accounts,
for each Series, maintained at The First National Bank of Chicago in
the name of Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders, and we noted the accounts bore a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders.
(k) On a sample basis, we compared the amount indicated as "Cash
Payable to the Trustee" on schedules prepared by the Servicer to the
corresponding amount deposited to the segregated trust account, shown
on statements supplied by the Trustee, and noted agreement.
(l) We confirmed with Standard and Poor's, Moody's and Fitch rating
agencies that the short-term deposit ratings of the Servicer were not
below A-1, P1, and F-1 respectively, as of December 31, 1996, and as of
the date of this letter.
(m) We noted, through review of statements provided by the Servicer,
that as of the end of the December 1996 Due Period, no Series was in
controlled amortization, except for Series 1994-I.
(n) On a sample basis, we determined through review of applicable
monthly Certificateholder records that the Paying Agent distributed an
amount equal to one twelfth of each Certificate's Rate to the Series'
Certificateholders.
(o) We recomputed from schedules provided by the Servicer, the amount
of Collections allocated to Receivables for the Certificateholders for
each applicable Due Period. We compared the recomputed amounts to the
corresponding amounts on the monthly Certificateholder's Payment Date
Statements and noted agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 4
March 14, 1997
(p) We noted, through a review of the Servicer's accounting records,
that the Monthly Servicing Fee (including the Interchange Monthly
Servicing Fee where applicable) was appropriately paid by the Trustee
to the Servicer.
(q) We noted, through review of statements supplied by the Trustee
and amounts listed on the Servicer's Monthly Certificateholder
Worksheets, that Certificate Interest and Monthly Servicing Fees were
appropriately applied with respect to each Series from collections of
Finance Charge Receivables. We noted through review of statements
supplied by the Trustee and amounts listed on the Certificateholders'
Payment Date Statements that Investor Default Amounts were
appropriately applied with respect to each Series from collections of
Finance Charge Receivables.
(r) For Series 1992-E, 1993-F, 1993-H, 1994-I, 1994-J, 1994-K and
1994-L, we confirmed with the issuing bank the total cash collateral
amount including the total unpaid loan balance as of January 15, 1996.
The total cash collateral amount was also noted based on review of each
Monthly Certificateholder's Payment Date Statement. For Series 1995-M,
1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S, we confirmed with
The First National Bank of Chicago the Spread Account amount, which was
also noted based on review of Statements provided by the Servicer.
(s) We have been informed by management of the Servicer that no
principal payments were required to be paid at the end of the December
1996 Due Period for any Series pursuant to the provisions in Article IV
of the Supplements to the Agreement.
(t) We have been informed by management of the Servicer that Section
12.01 of the Agreement was inapplicable through the end of the December
1996 Due Period.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Certificateholder's Payment Date Statements or on the Monthly Servicer's
<PAGE>
FCC National Bank
Norwest Bank Minnesota
Page 5
March 14, 1997
Certificates or any of the elements referred to therein or above. Had we
performed additional procedures or had we made an audit of the financial
statements of the Servicer in accordance with generally accepted auditing
standards, other matters might have come to our attention that would have been
reported to you. This report relates only to the elements specified above and
does not extend to any financial statements of the Servicer taken as a whole.
This letter is solely for the information of the addressees in connection with
Section 3.06(a) of the Agreement and, without our prior consent, is not to be
used, circulated, quoted or otherwise referred to within or without this group
for any other purpose. This letter is not to be referred to in whole or in part
in any document, except that reference may be made to it in the Form 10-K for
the First Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Fitch Investors Service, Inc.
Standard and Poor's Corporation
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1992-E
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $1,000,000,000 of 6.25% Asset
Backed Certificates Series 1992-E ("Series 1992-E"). In connection therewith,
we have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to
the Agreement, the definitions of terms relating thereto, and such other
provisions of the Agreement as we deemed necessary for the purposes of this
letter. All terms herein are used with the meaning as defined in the Agreement
and Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 2
March 14, 1997
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1992-E, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 3
March 14, 1997
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Monthly Servicing Fee required to be paid on
the next succeeding Distribution Date and noted agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 4
March 14, 1997
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1992-E, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated August 1, 1992, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 5
March 14, 1997
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Certificates, per $1,000 interest, and noted agreement;
(vi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(vii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date with
the amount on schedules prepared by the Servicer and noted
agreement;
(viii) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 6
March 14, 1997
Due Period with respect to the applicable Distribution Date and
noted agreement;
(ix) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(x) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xi) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xii) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 7
March 14, 1997
(xiv) recomputed the amount of the Monthly Servicing Fee payable
by the Trust to the Servicer for the applicable Distribution Date
and noted agreement;
(xv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xvi) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted agreement;
(xvii) recomputed the Available Cash Collateral Amount as computed
in item (xvi) above as a percentage of the Invested Amount of the
Certificates as of the applicable Due Period and noted agreement;
(xviii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xix) have been informed by management of the Servicer that Series
1992-E was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 8
March 14, 1997
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1992-E was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
<PAGE>
FCC National Bank
Norwest Bank Minnesota
National Association
Page 9
March 14, 1997
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1993-F
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $700,000,000 of Floating Rate
Asset Backed Certificates Series 1993-F ("Series 1993-F"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1993-F, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date to amounts on
schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
required to be maintained pursuant to the Agreement and noted
agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1993-F, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated June 1, 1993, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
were allocated in respect of the Investor Certificates of all
Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Certificates, per $1,000 interest, and noted agreement;
(vi) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
(vii) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
the Certificateholder's Payment Date Statements are correct;
(viii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
(ix) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(x) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) compared the Pre-Allocated Invested Amount for the Due
Period with respect to the Current Distribution Date to amounts
on schedules prepared by the Servicer and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
Distribution Date allocable to the Certificates (the "Investor
Default Amount") and noted agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
amount on schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed
in item (xviii) above as a percentage of the Invested Amount of
the Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1993-F was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer that
during all Due Periods in 1996 that Series 1993-F was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
Certificateholders. The aggregate dollar impact of system problems for
the entire securitized Portfolio was approximately $1,006,000. These
system problems did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. In management's
opinion, these instances of mispostings, delays in the posting of
cardholder transactions and system problems are not material,
individually or in the aggregate, to the information disclosed in the
respective Monthly Servicer's Certificates and Certificateholder's
Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Lyonnais
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1993-H
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $700,000,000 of Floating
Rate Credit Card Certificates Series 1993-H ("Series 1993-H"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996
with respect to Series 1993-H, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996 with
respect to Series 1993-H, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated August 1, 1993, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Certificates, per $1,000 interest, and noted agreement;
(vi) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
(vii) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(viii) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
the applicable Distribution Date to amounts on schedules prepared
by the Servicer and noted agreement;
(ix) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(x) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) compared the Pre-Allocated Invested Amount for the Due
Period with respect to the Current Distribution Date to amounts
on schedules prepared by the Servicer and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
(xvi) recomputed the amounts of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed
in item (xviii) above as a percentage of the Invested Amount of
the Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1993-H was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1993-H was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
Servicer's Certificate and each Certificateholder's Payment Date
Statement for each Due Period in 1996. We have also received
representation from management of the Servicer that all misstatements
were corrected when the adjustment was to the benefit of the cardholder.
Management's representation also indicated that the aggregate dollar
impact of identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$34,000,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $1,006,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-I
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of Floating Rate
Asset Backed Certificates Series 1994-I ("Series 1994-I"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1994-I, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amounts of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1994-I, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated May 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Certificates, per $1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1994-I Certificates
was zero;
(vii) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
(viii) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
from the computer reports of the Servicer and noted agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed
in item (xviii) above as a percentage of the Invested Amount of
the Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-I was not in deficit controlled amortization or rapid
amortization through the end of the December 1996 Due Period and,
as such, the Deficit Controlled Amortization Amount indicated was
zero for all applicable Due Periods on the Certificateholder's
Payment Date Statement.
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1994-I was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
were corrected when the adjustment was to the benefit of the cardholder.
Management's representation also indicated that the aggregate dollar
impact of identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$34,000,000. Management has indicated that these mispostings and delays
in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $1,006,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-J
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of Floating Rate
Asset Backed Certificates Series 1994-J ("Series 1994-J"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1994-J, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
required to be maintained pursuant to the Agreement and noted
agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1994-J, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated May 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
Paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
were allocated in respect of the Investor Certificates of all
Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Certificates, per $1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the
Servicer, that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates and as such, the Excess Finance
Charges allocated in respect of the Series 1994-J Certificates
was zero;
(vii) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
(viii) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed
in item (xviii) above as a percentage of the Invested Amount of
the Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
(xxi) have been informed by management of the Servicer that Series
1994-J was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1994-J was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
reveal matters of significance. Accordingly, we make no representations and
express no opinion as to: (1) questions of legal interpretation or the
sufficiency of the foregoing procedures for your purposes; (2) the sufficiency
of the requirements of the Agreement and the Supplement to the Agreement; and
(3) the assumptions set forth in the Agreement and the Supplement to the
Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-K
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of Floating Rate
Credit Card Certificates Series 1994-K ("Series 1994-K"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1994-K, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1994-K, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated August 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Certificates, per $1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1994-K Certificates
was zero;
(vii) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
Certificate and by the Investor Certificates of all Series) to
amounts on schedules prepared by the Servicer and noted agreement
for all Certificateholder's Payment Date Statements, except for a
difference of $89,551.96 and $5,047.68 in the July, 1996 and
November, 1996 Certificateholder's Payment Date Statements,
respectively, and according to management of the Servicer, the
amounts reflected in the Certificateholder's Payment Date
Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date to
amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
Defaulted Receivables written off as uncollectible during the Due
Period with respect to the applicable Distribution Date allocable
to the Certificates (the "Investor Default Amount") and noted
agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amounts of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xvii) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
respect of the preceding Due Period to the applicable amount on
schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed
in item (xviii) above as a percentage of the Invested Amount of
the Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-K was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1994-K was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
additional procedures or had we made an audit of the financial statements of the
Servicer in accordance with generally accepted auditing standards, other matters
might have come to our attention that would have been reported to you. This
letter relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1994-L
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $500,000,000 of 7.15% Credit
Card Certificates Series 1994-L ("Series 1994-L"). In connection therewith, we
have read Sections 3.04(b) of the Agreement and 5.02(a) of the Supplement to the
Agreement, the definitions of terms relating thereto, and such other provisions
of the Agreement as we deemed necessary for the purposes of this letter. All
terms herein are used with the meaning as defined in the Agreement and
Supplement. All amounts indicated as "recomputed" herein were based on
information from the computer reports of the Servicer, generated from the
cardholder accounting system, or information obtained from the Prospectus.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1994-L, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon 30 days in the applicable Interest Period
divided by 360 and the applicable Certificate Rate as provided by
the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1994-L, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated August 1, 1994, we:
(i) recomputed the total amount of the distribution to the
Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Certificates, per
$1,000 interest, and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Certificates and noted agreement;
(v) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the
Certificates, per $1,000 interest, and noted agreement;
(vi) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1994-L Certificates
was zero;
(vii) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
Certificateholders during its amortization period, and such, no
sharing of Excess Principal Collections occurred as of the end of
the December 1996 Due Period;
(viii) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(ix) compared the amount of Principal Receivables in the Trust
represented by the Certificates (the "Invested Amount") for the
Due Period with respect to the applicable Distribution Date with
the amount on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xi) recomputed the Invested Percentage with respect to Principal
Receivables for the Certificates for the Due Period with respect
to the applicable Distribution Date and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
(xii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xiii) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Certificates
(the "Investor Default Amount") and noted agreement;
(xiv) compared the amount of the Investor Charge-Offs per $1,000
interest after reimbursement of any such Investor Charge-Offs for
the Due Period with respect to the applicable Distribution Date
to the applicable amount on schedules prepared by the Servicer
and noted agreement;
(xv) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Investor Charge-Offs, if
any, by which the principal balance of the Certificates exceeds
the Invested Amount as of the end of the day on the Record Date
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds payable by the Trust and the Interchange
Monthly Service Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xvii) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xviii) compared the amount available to be withdrawn from the Cash
Collateral Account (the "Available Cash Collateral Amount") as of
the end of the day on the applicable Distribution Date, after
giving effect to all withdrawals, deposits and payments to be
made in respect of the preceding Due Period to the applicable
amount on schedules prepared by the Servicer and noted agreement;
(xix) recomputed the Available Cash Collateral Amount as computed
in item (xviii) above as a percentage of the Invested Amount of
the Certificates as of the applicable Due Period and noted
agreement;
(xx) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxi) have been informed by management of the Servicer that Series
1994-L was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1994-L was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting
system, as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for
each Due Period in 1996. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$34,000,000. Management has indicated that these mispostings and
delays in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $1,006,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and
system problems are not material, individually or in the aggregate, to
the information disclosed in the respective Monthly Servicer's
Certificates and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
be referred to in whole or in part in any document, except that reference may be
made to it in the Form 10-K for the First Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1995-M
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-M ("Series 1995-M"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1995-M, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
Distribution Date in respect of principal to amounts on schedules
prepared by the Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1995-M, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated April 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class
A Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
interest on the Class A Certificates, per $1,000 interest, and
noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1995-M Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect
to the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1995-L,
1995-M, 1995-N, 1995-O ,1995-P, 1996-Q, 1996-R, and 1996-S(for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1995-M Certificates
was zero;
(x) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
Payment Date Statements, respectively, and according to
management of the Servicer, the amounts reflected in the
Certificateholder's Payment Date Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-M Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of the Principal Receivables in the
Trust represented by the Class A Certificates (the "Class A
Invested Amount") for the Due Period with respect to the
applicable Distribution Date with the amount on schedules
prepared by the Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-M Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-M Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1995-
M Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Class A
Certificates exceeds
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
the Class A Invested Amount as of the end of the day on the
Record Date with respect to the applicable Distribution Date and
noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the
Due Period with respect to the applicable Distribution Date to
the amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of Interchange
Monthly Servicing Fee payable to the Servicer for the applicable
Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as computed
in item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates after giving effect to all reductions
thereof on the applicable Distribution Date and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1995-M was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 11
March 14, 1997
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1995-M was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 12
March 14, 1997
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Industrial Bank of Japan, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1995-N
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-N ("Series 1995-N"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1995-N, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
in respect of principal to amounts on schedules prepared by the
Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1995-N, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated April 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class
A Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
interest on the Class A Certificates, per $1,000 interest, and
noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1995-N Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect
to the applicable Distribution Date to
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
amounts accumulated from schedules prepared by the Servicer and
noted agreement;
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1995-N Certificates
was zero;
(x) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
a difference of $89,551.96 and $5,047.68 in the July, 1996 and
November, 1996 Certificateholder's Payment Date Statements,
respectively, and according to management of the Servicer, the
amounts reflected in the Certificateholder's Payment Date
Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-N Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-N Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-N Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1995-
N Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Certificates
exceeds the Class A Invested Amount as of the end of the day on
the Record Date with respect to the applicable Distribution Date
and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the
Due Period with respect to the applicable Distribution Date to
the amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for the
applicable Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
(xxvii) recomputed the Available Cash Collateral Amount as computed
in item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates, after giving effect to all reductions
thereof on the applicable Distribution Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1995-N was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 11
March 14, 1997
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1995-N was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 12
March 14, 1997
(3) the assumptions set forth in the Agreement and the Supplement to the
Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Alpine Securitization Corporation
Re: First Chicago Master Trust II, Series 1995-O
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-O ("Series 1995-O"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1995-O, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
Distribution Date in respect of principal to amounts on schedules
prepared by the Servicer and noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1996, with
respect to Series 1995-O, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated June 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class
A Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
interest on the Class A Certificates, per $1,000 interest, and
noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1995-O Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect
to the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1995-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1995-O Certificates
was zero;
(x) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period;
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-O Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of the Principal Receivables in the
Trust represented by the Class A Certificates (the "Class A
Invested Amount") for the Due Period with respect to the
applicable Distribution Date with the amount on schedules
prepared by the Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-O Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-O Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal Percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with respect
to the applicable Distribution Date and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1995-
O Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Certificates
exceeds the Class A Invested Amount as of the end of the day on
the Record Date with respect to the applicable Distribution Date
and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
(xxiii) compared the amount of the Collateral Charge-Offs for the
Due Period with respect to the applicable Distribution Date to
the amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for the
applicable Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
(xxvii) recomputed the Available Cash Collateral Amount as computed
in item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates after giving effect to all reductions
thereof on the applicable Class A Distribution Date and noted
agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
schedules prepared by the Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C. of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1995-O was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1995-O was outstanding,
various instances of mispostings, delays in the posting
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 11
March 14, 1997
of cardholder transactions and system problems occurred related to the
processing of cardholder payments and other transactions. These
instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting
system, as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for
each Due Period in 1996. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$34,000,000. Management has indicated that these mispostings and
delays in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $1,006,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and
system problems are not material, individually or in the aggregate, to
the information disclosed in the respective Monthly Servicer's
Certificates and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 12
March 14, 1997
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Credit Suisse
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Alpine Securitization Corporation
Re: First Chicago Master Trust II, Series 1995-P
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $571,428,572 of Floating Rate
Credit Card Certificates Series 1995-P ("Series 1995-P"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of January through December, 1996,
with respect to Series 1995-P, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the applicable
Interest Period divided by 360 and the applicable Certificate
Rate as provided by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of January through December, 1995, with
respect to Series 1995-P, referred to in Section 5.02(a) of, and Exhibit
B to, the Supplement to the Agreement dated June 1, 1995, we:
(i) recomputed the total amount of the distribution to the Class
A Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
Statement in respect of principal and interest on the Class A
Certificates, per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1995-P Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates, per $1,000 interest, and noted agreement;
(vii) compared the Excess Spread for the Due Period with respect
to the applicable Distribution Date to amounts
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
accumulated from schedules prepared by the Servicer and noted
agreement;
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1995-P Certificates
was zero;
(x) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period.
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable Distribution Date (which
reflects the Principal Receivables represented by the
Exchangeable Seller's Certificate and by the Investor
Certificates of all Series) to amounts on schedules prepared by
the Servicer and noted agreement for all Certificateholder's
Payment Date Statements, except for a difference of $89,551.96
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
and $5,047.68 in the July, 1996 and November, 1996
Certificateholder's Payment Date Statements, respectively, and
according to management of the Servicer, the amounts reflected in
the Certificateholder's Payment Date Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1995-P Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1995-P Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1995-P Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1995-
P Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Certificates
exceeds the Class A Invested
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
Amount as of the end of the day on the Record Date with respect
to the applicable Distribution Date and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the
Due Period with respect to the applicable Distribution Date to
the amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for the
applicable Distribution Date and noted agreement;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
(xxvii) recomputed the Available Cash Collateral Amount as computed
in item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates, after giving effect to all reductions
thereof on the applicable Distribution Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1995-P was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 11
March 14, 1997
Due Periods on the Certificateholder's Payment Date
Statement.
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1995-P was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 12
March 14, 1997
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other matters might
have come to our attention that would have been reported to you. This letter
relates only to the elements specified above and does not extend to any
financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
The Fuji Bank, Limited
Chicago Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1996-Q
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $1,028,571,429 of Floating
Rate Asset Backed Certificates Series 1996-Q ("Series 1996-Q"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of September through December, 1996,
with respect to Series 1996-Q, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement; we also noted that Series 1996-Q was issued on
September, 25 1996, and the interest for the September 1996 Due
Period was paid along with the interest from the October 1996 Due
Period;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement; we also noted that Series 1996-Q was issued on
September 25, 1996, and this fee was computed based on a 6-day
period for the September 1996 Due Period and paid along with the
fee from the October 1996 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted agreement;
we also noted that Series 1996-Q was issued on September 25,
1996, and this interest was computed based on a 20-day period for
the September 1996 Due Period as well as paid along with the
interest from the October 1996 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of September through December, 1996,
with respect to Series 1996-Q, referred to in Section 5.02(a) of, and
Exhibit B to, the Supplement to the Agreement dated September 1, 1996,
we:
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
(i) recomputed the total amount of the distribution to the Class
A Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Class A Certificates,
per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1996-Q Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
applicable Distribution Date which were allocated in respect of
the Class A Certificates, per $1,000 interest, and noted
agreement;
(vii) compared the Excess Spread for the Due Period with respect
to the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1996-Q Certificates
was zero;
(x) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period.
(xi) compared the Aggregate Principal Receivables for the Due Period
with respect to the applicable
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
Distribution Date (which reflects the Principal Receivables
represented by the Exchangeable Seller's Certificate and by the
Investor Certificates of all Series) to amounts on schedules
prepared by the Servicer and noted agreement for all
Certificateholder's Payment Date Statements, except for a
difference of $89,551.96 and $5,047.68 in the July, 1996 and
November, 1996 Certificateholder's Payment Date Statements,
respectively, and according to management of the Servicer, the
amounts reflected in the Certificateholder's Payment Date
Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1996-Q Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1996-Q Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1996-Q Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1996-
Q Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Certificates
exceeds the Class A Invested Amount as of the end of the day on
the Record Date with respect to the applicable Distribution Date
and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the
Due Period with respect to the applicable Distribution Date to
the amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for the
applicable Distribution Date and noted agreement; we also noted
that Series 1996-Q was issued on September 25,1996, and this fee
was computed based on a 6-day period for the September 1996 Due
Period;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
(xxvii) recomputed the Available Cash Collateral Amount as computed
in item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates, after giving effect to all reductions
thereof on the applicable Distribution Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1996-Q was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 11
March 14, 1997
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1996-Q was
outstanding, various instances of mispostings, delays in the posting
of cardholder transactions and system problems occurred related to the
processing of cardholder payments and other transactions. These
instances may have resulted in the misstatement of the information
included on the reports generated from the cardholder accounting
system, as well as the information included in each Monthly Servicer's
Certificate and each Certificateholder's Payment Date Statement for
each Due Period in 1996. We have also received representation from
management of the Servicer that all misstatements were corrected when
the adjustment was to the benefit of the cardholder. Management's
representation also indicated that the aggregate dollar impact of
identified mispostings and delays in the posting of cardholder
transactions for the entire securitized Portfolio, which were
subsequently corrected in the following month, does not exceed
$34,000,000. Management has indicated that these mispostings and
delays in posting did not result in the forfeiture of finance charge
receivables allocable to the Certificateholders. The aggregate dollar
impact of system problems for the entire securitized Portfolio was
approximately $1,006,000. These system problems did not result in the
forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and
system problems are not material, individually or in the aggregate, to
the information disclosed in the respective Monthly Servicer's
Certificates and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 12
March 14, 1997
matters might have come to our attention that would have been reported to you.
This letter relates only to the elements specified above and does not extend to
any financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Union Bank of Switzerland
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1996-R
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $457,142,858 of Floating Rate
Asset Backed Certificates Series 1996-R ("Series 1996-R"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of November through December, 1996,
with respect to Series 1996-R, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement; we also noted that Series 1996-R was issued on
November 26, 1996, and the interest for the November 1996 Due
Period was paid along with the interest from the December 1996
Due Period;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement; we also noted that Series 1996-R was issued on
November 26, 1996, and this fee was computed based on a 5-day
period for the November 1996 Due Period and paid along with the
fee from the December 1996 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted agreement;
we also noted that Series 1996-R was issued on November 26, 1996,
and this interest was computed based on a 20-day period for the
November 1996 Due Period as well as paid along with the interest
from the December 1996 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of November through December, 1996,
with respect to Series 1996-R, referred to in Section 5.02(a) of, and
Exhibit B to, the Supplement to the Agreement dated November 1, 1996,
we:
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
(i) recomputed the total amount of the distribution to the Class
A Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Class A Certificates,
per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1996-R Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
applicable Distribution Date which were allocated in respect of
the Class A Certificates, per $1,000 interest, and noted
agreement;
(vii) compared the Excess Spread for the Due Period with respect
to the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1996-R Certificates
was zero;
(x) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period.
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
Distribution Date (which reflects the Principal Receivables
represented by the Exchangeable Seller's Certificate and by the
Investor Certificates of all Series) to amounts on schedules
prepared by the Servicer and noted agreement for all
Certificateholder's Payment Date Statements, except for a
difference of $89,551.96 and $5,047.68 in the July, 1996 and
November, 1996 Certificateholder's Payment Date Statements,
respectively, and according to management of the Servicer, the
amounts reflected in the Certificateholder's Payment Date
Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1996-R Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1996-R Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1996-R Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1996-
R Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Certificates
exceeds the Class A Invested Amount as of the end of the day on
the Record Date with respect to the applicable Distribution Date
and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the
Due Period with respect to the applicable Distribution Date to
the amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for the
applicable Distribution Date and noted agreement; we also noted
that Series 1996-R was issued on November 26,1996, and this fee
was computed based on a 5-day period for the November 1996 Due
Period;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
(xxvii) recomputed the Available Cash Collateral Amount as computed
in item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates, after giving effect to all reductions
thereof on the applicable Distribution Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1996-R was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 11
March 14, 1997
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1996-R was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 12
March 14, 1997
matters might have come to our attention that would have been reported to you.
This letter relates only to the elements specified above and does not extend to
any financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
March 14, 1997
Moody's Investors Service, Inc.
Standard and Poor's Corporation
Fitch Investors Service, Inc.
Union Bank of Switzerland
New York Branch
FCC National Bank,
Seller and Servicer
Norwest Bank Minnesota, National
Association, Trustee on behalf
of the Certificateholders
Re: First Chicago Master Trust II, Series 1996-S
Ladies and Gentlemen:
This letter is written at your request pursuant to Section 3.06(b) of the
Pooling and Servicing Agreement dated as of June 1, 1990, as amended and
supplemented (the "Agreement") between FCC National Bank, Seller and Servicer
(the "Servicer") and Norwest Bank Minnesota, National Association, Trustee on
behalf of the Certificateholders of the First Chicago Master Trust II (the
"Trust"), relating to the issuance by the Trust of $800,000,000 of Floating Rate
Asset Backed Certificates Series 1996-S ("Series 1996-S"). In connection
therewith, we have read Sections 3.04(b) of the Agreement and 5.02(a) of the
Supplement to the Agreement, the definitions of terms relating thereto, and such
other provisions of the Agreement as we deemed necessary for the purposes of
this letter. All terms herein are used with the meaning as defined in the
Agreement and Supplement. All amounts indicated as "recomputed" herein were
based on information from the computer reports of the Servicer, generated from
the cardholder accounting system, or information obtained from the Prospectus.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 2
March 14, 1997
For purposes of this letter, we performed the following agreed-upon procedures:
1. With respect to the amounts shown on the Monthly Servicer's
Certificates related to the months of November through December, 1996,
with respect to Series 1996-S, referred to in Section 3.04(b) of, and
Exhibit D to, the Agreement, we:
(i) compared the aggregate amount of Collections processed for
the Due Period for the applicable Distribution Date with amounts
on schedules prepared by the Servicer and noted agreement;
(ii) compared the aggregate amount of Collections allocated to
Principal Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iii) compared the aggregate amount of Collections allocated to
Finance Charge Receivables for the Due Period for the applicable
Distribution Date with amounts on schedules prepared by the
Servicer and noted agreement;
(iv) recomputed, based on amounts accumulated from the computer
reports of the Servicer, the aggregate Interchange Amounts for
the applicable Distribution Date and noted agreement;
(v) recomputed the Invested Percentage of Collections allocated
to Principal Receivables for the Due Period and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 3
March 14, 1997
(vi) recomputed the Invested Percentage of Collections allocated
to Finance Charge Receivables (including Interchange) for the Due
Period and noted agreement;
(vii) recomputed the Invested Percentage with respect to the
Investor Default Amount for the Due Period and noted agreement;
(viii) compared the aggregate amount of drawings or payments, if
any, under the Enhancement, required to be made on the next
succeeding Distribution Date to amounts on schedules prepared by
the Servicer and noted agreement;
(ix) compared the amount of interest due on the Cash Collateral
Account loan required to be paid on the applicable Distribution
Date to amounts on schedules prepared by the Servicer and noted
agreement; we also noted that Series 1996-S was issued on
November 26, 1996, and the interest for the November 1996 Due
Period was paid along with the interest from the December 1996
Due Period;
(x) recomputed the portion of the Monthly Servicing Fee payable
from Available Funds and the Interchange Monthly Servicing Fee
and summed them to arrive at the Monthly Servicing Fee required
to be paid on the next succeeding Distribution Date and noted
agreement; we also noted that Series 1996-S was issued on
November 26, 1996, and this fee was computed based on a 5-day
period for the November 1996 Due Period and paid along with the
fee from the December 1996 Due Period;
(xi) recomputed the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of interest based upon the number of days in the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 4
March 14, 1997
applicable Interest Period divided by 360 and the applicable
Certificate Rate as provided by the Servicer and noted agreement;
we also noted that Series 1996-S was issued on November 26, 1996,
and this interest was computed based on a 20-day period for the
November 1996 Due Period as well as paid along with the interest
from the December 1996 Due Period;
(xii) compared the aggregate amount payable to Investor
Certificateholders on the succeeding Distribution Date in respect
of principal to amounts on schedules prepared by the Servicer and
noted agreement;
(xiii) recomputed the excess, if any, of the First Chicago Amount
over the Aggregate Principal Receivables required to be
maintained pursuant to the Agreement and noted agreement;
(xiv) recomputed the First Chicago Amount for the Due Period
divided by Aggregate Principal Receivables for the Due Period and
noted agreement;
(xv) compared the Minimum First Chicago Interest Percentage to
the percent found in Section 3 of the Supplement to the Agreement
and noted agreement; and
(xvi) compared the number of newly originated accounts during each
preceding calendar month with the corresponding amounts taken
from a computer summary report and noted agreement.
2. With respect to the monthly Certificateholder's Payment Date
Statements related to the months of November through December, 1996,
with respect to Series 1996-S, referred to in Section 5.02(a) of, and
Exhibit B to, the Supplement to the Agreement dated November 1, 1996,
we:
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 5
March 14, 1997
(i) recomputed the total amount of the distribution to the Class
A Certificateholders on the applicable Payment Date, per $1,000
interest, and noted agreement;
(ii) recomputed the amount of the distribution set forth in
paragraph A.1. of the Certificateholder's Payment Date Statement
in respect of principal and interest on the Class A Certificates,
per $1,000 interest, and noted agreement;
(iii) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage of each Series,
the aggregate amount of Collections of Receivables processed for
the Due Period with respect to the applicable Distribution Date
which were allocated in respect of the Investor Certificates of
all Series and noted agreement;
(iv) recomputed, based on amounts on schedules prepared by the
Servicer and the applicable Invested Percentage, the aggregate
amount of Collections of Receivables processed for the Due Period
with respect to the applicable Distribution Date which were
allocated in respect of the Series 1996-S Certificates and noted
agreement;
(v) compared the aggregate amount of Collections of Receivables
processed for the Due Period with respect to the applicable
Distribution Date which were allocated in respect of the Class A
Certificates with the amount on schedules prepared by the
Servicer and noted agreement;
(vi) recomputed the amount of Collections of Receivables
processed for the Due Period with respect to the
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 6
March 14, 1997
applicable Distribution Date which were allocated in respect of
the Class A Certificates, per $1,000 interest, and noted
agreement;
(vii) compared the Excess Spread for the Due Period with respect
to the applicable Distribution Date to amounts accumulated from
schedules prepared by the Servicer and noted agreement;
(viii) have been informed by management of the Servicer that there
were no Reallocated Principal Collections for the Due Period with
respect to the applicable Distribution Date allocated in respect
of the Class A Certificates;
(ix) noted, based on amounts on schedules prepared by the
Servicer that none of Series 1994-I, 1994-J, 1994-K, 1994-L,
1995-M, 1995-N, 1995-O, 1995-P, 1996-Q, 1996-R, and 1996-S (for
the months each respective Series was outstanding during 1996)
had a Deficiency of Finance Charge Receivables allocated in
respect of the Certificates, and as such, the Excess Finance
Charges allocated in respect of the Series 1996-S Certificates
was zero;
(x) have been informed by management of the Servicer that as of
the November 1996 Due Period, Series 1994-I was in controlled
amortization. Management indicated that the amount of principal
collections was sufficient to cover the amount owed to Series
1994-I Certificateholders during its amortization period, and, as
such, no sharing of Excess Principal Collections occurred as of
the end of the December 1996 Due Period.
(xi) compared the Aggregate Principal Receivables for the Due
Period with respect to the applicable
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 7
March 14, 1997
Distribution Date (which reflects the Principal Receivables
represented by the Exchangeable Seller's Certificate and by the
Investor Certificates of all Series) to amounts on schedules
prepared by the Servicer and noted agreement for all
Certificateholder's Payment Date Statements, except for a
difference of $89,551.96 and $5,047.68 in the July, 1996 and
November, 1996 Certificateholder's Payment Date Statements,
respectively, and according to management of the Servicer, the
amounts reflected in the Certificateholder's Payment Date
Statements are correct;
(xii) compared the amount of Principal Receivables in the Trust
represented by the Series 1996-S Certificates (the "Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiii) compared the amount of Principal Receivables in the Trust
represented by the Class A Certificates (the "Class A Invested
Amount") for the Due Period with respect to the applicable
Distribution Date with the amount on schedules prepared by the
Servicer and noted agreement;
(xiv) recomputed the Invested Percentage with respect to Finance
Charge Receivables (including Interchange) and Defaulted
Receivables for the Series 1996-S Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
(xv) recomputed the Invested Percentage with respect to Principal
Receivables for the Series 1996-S Certificates for the Due Period
with respect to the applicable Distribution Date and noted
agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 8
March 14, 1997
(xvi) recomputed the Class A Floating Percentage and the Class A
Principal percentage for the Due Period with respect to the
applicable Distribution Date and noted agreement;
(xvii) recomputed the Collateral Floating Percentage and the
Collateral Principal Percentage for the Due Period with respect
to the applicable Distribution Date and noted agreement;
(xviii) compared the aggregate amount of outstanding balances in the
Accounts which were 30 or more days delinquent as of the end of
the Due Period for the applicable Distribution Date to amounts
accumulated from the computer reports of the Servicer and noted
agreement;
(xix) recomputed, based on amounts on schedules prepared by the
Servicer, the aggregate amount of all Defaulted Receivables
written off as uncollectible during the Due Period with respect
to the applicable Distribution Date allocable to the Series 1996-
S Certificates (the "Investor Default Amount") and noted
agreement;
(xx) compared the Class A Investor Default Amount and the
Collateral Investor Default Amount to the amounts on schedules
prepared by the Servicer and noted agreement;
(xxi) compared the amount of the Class A Investor Charge-Offs per
$1,000 interest after reimbursement of any such Class A Investor
Charge-Offs for the Due Period with respect to the applicable
Distribution Date to the applicable amount on schedules prepared
by the Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 9
March 14, 1997
(xxii) recomputed, based on amounts on schedules prepared by the
Servicer, the amount attributable to Class A Investor Charge-
Offs, if any, by which the principal balance of the Certificates
exceeds the Class A Invested Amount as of the end of the day on
the Record Date with respect to the applicable Distribution Date
and noted agreement;
(xxiii) compared the amount of the Collateral Charge-Offs for the
Due Period with respect to the applicable Distribution Date to
the amount on schedules prepared by the Servicer and noted
agreement;
(xxiv) recomputed the amount of the Monthly Servicing Fee payable
from Available Funds by the Trust and the amount of the
Interchange Monthly Servicing Fee payable to the Servicer for the
applicable Distribution Date and noted agreement; we also noted
that Series 1996-S was issued on November 26, 1996, and this fee
was computed based on a 5-day period for the November 1996 Due
Period;
(xxv) compared the amount, if any, withdrawn from the Cash
Collateral Account for the applicable Distribution Date (the
"Withdrawal Amount") to the applicable amount on schedules
prepared by the Servicer and noted agreement;
(xxvi) compared the amount available to be withdrawn from the Cash
Collateral Account as of the end of the day on the applicable
Distribution Date, after giving effect to all withdrawals,
deposits and payments to be made on such Distribution Date (the
"Available Cash Collateral Amount" for the next Distribution
Date) to the applicable amount on schedules prepared by the
Servicer and noted agreement;
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 10
March 14, 1997
(xxvii) recomputed the Available Cash Collateral Amount as computed
in item (xxvi) above as a percentage of the Class A Invested
Amount of the Certificates, after giving effect to all reductions
thereof on the applicable Distribution Date and noted agreement;
(xxviii) compared the Collateral Invested Amount for the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxix) compared the Collateral Invested Amount, after giving effect
to all withdrawals, deposits and payments on the applicable
Distribution Date to the amount on schedules prepared by the
Servicer and noted agreement;
(xxx) recomputed the total Enhancement for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxi) recomputed the total Enhancement, after giving effect to all
withdrawals, deposits and payments, for the applicable
Distribution Date based on amounts on schedules prepared by the
Servicer and noted agreement;
(xxxii) recomputed the Pool Factor as defined by Paragraph C of the
Certificateholder's Payment Date Statement and noted agreement;
and
(xxxiii) have been informed by management of the Servicer that Series
1996-S was not in controlled amortization or rapid amortization
through the end of the December 1996 Due Period and, as such, the
Deficit Controlled Amortization Amount indicated was zero for all
applicable Due Periods on the Certificateholder's Payment Date
Statement.
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 11
March 14, 1997
3. We have received representation from management of the Servicer
that during all Due Periods in 1996 that Series 1996-S was outstanding,
various instances of mispostings, delays in the posting of cardholder
transactions and system problems occurred related to the processing of
cardholder payments and other transactions. These instances may have
resulted in the misstatement of the information included on the reports
generated from the cardholder accounting system, as well as the
information included in each Monthly Servicer's Certificate and each
Certificateholder's Payment Date Statement for each Due Period in 1996.
We have also received representation from management of the Servicer
that all misstatements were corrected when the adjustment was to the
benefit of the cardholder. Management's representation also indicated
that the aggregate dollar impact of identified mispostings and delays in
the posting of cardholder transactions for the entire securitized
Portfolio, which were subsequently corrected in the following month,
does not exceed $34,000,000. Management has indicated that these
mispostings and delays in posting did not result in the forfeiture of
finance charge receivables allocable to the Certificateholders. The
aggregate dollar impact of system problems for the entire securitized
Portfolio was approximately $1,006,000. These system problems did not
result in the forfeiture of finance charge receivables allocable to the
Certificateholders. In management's opinion, these instances of
mispostings, delays in the posting of cardholder transactions and system
problems are not material, individually or in the aggregate, to the
information disclosed in the respective Monthly Servicer's Certificates
and Certificateholder's Payment Date Statements.
The foregoing procedures do not constitute an audit made in accordance with
generally accepted auditing standards. Also, they would not necessarily reveal
matters of significance. Accordingly, we make no representations and express no
opinion as to: (1) questions of legal interpretation or the sufficiency of the
foregoing procedures for your purposes; (2) the sufficiency of the requirements
of the Agreement and the Supplement to the Agreement; and (3) the assumptions
set forth in the Agreement and the Supplement to the Agreement.
Because the above procedures do not constitute an audit made in accordance with
generally accepted auditing standards, we do not express an opinion on the
Monthly Servicer's Certificate and the Certificateholder's Payment Date
Statement or any of the elements referred to above. Had we performed additional
procedures or had we made an audit of the financial statements of the Servicer
in accordance with generally accepted auditing standards, other
<PAGE>
FCC National Bank
Norwest Bank Minnesota,
National Association
Page 12
March 14, 1997
matters might have come to our attention that would have been reported to you.
This letter relates only to the elements specified above and does not extend to
any financial statements of the Servicer taken as a whole.
This letter is intended solely for the information of the above addressees in
connection with Section 3.06(b) of the Agreement and 5.02(a) of the Supplement
to the Agreement, and, without our prior consent, is not to be used, circulated,
quoted or otherwise referred to within or without this group for any other
purpose. This letter is not to be referred to in whole or in part in any
document, except that reference may be made to it in the Form 10-K for the First
Chicago Master Trust II.
Very truly yours,
Arthur Andersen LLP
<PAGE>
EXHIBIT 3
---------
Supplementary Master Trust II Data
Master Trust II
<TABLE>
<S> <C>
(i) 6.25% Asset Backed Certificates Series 1992-E
(A) The total amount of cash distributed to Series 1992-E
Certificateholders in 1996, per $1,000 of Series 1992-E
Certificates....................................................$ 62.50
(B) The total amount of the distribution set forth in paragraph (i)
(A) which represents principal payments on the Series 1992-E
Certificates....................................................$ 0
(C) The total amount of the Monthly Servicing Fee paid to the
Servicer from the Master Trust II in 1996 with respect to the
Series 1992-E Certificates......................................$ 20,000,000
(ii) Floating Rate Asset Backed Certificates Series 1993-F
(A) The total amount of cash distributed to Series 1993-F
Certificateholders in 1996, per $1,000 of Series 1993-F
Certificates....................................................$ 59.14
(B) The total amount of the distribution set forth in paragraph (ii)
(A) which represents principal payments on the Series 1993-F
Certificates....................................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds paid to the Servicer from the Master Trust II
in 1996 with respect to the Series 1993-F
Certificates....................................................$ 3,500,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series 1993-F
Certificates....................................................$ 11,172,647
(iii) Floating Rate Credit Card Certificates Series 1993-H
(A) The total amount of cash distributed to Series 1993-H
Certificateholders in 1996, per $1,000 of Series 1993-H
Certificates....................................................$ 58.12
(B) The total amount of the distribution set forth in paragraph (iii)
(A) which represents principal payments on the Series 1993-H
Certificates....................................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II in
1996 with respect to the Series 1993-H
Certificates....................................................$ 5,250,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series
1993-H Certificates.............................................$ 8,750,000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(iv) Floating Rate Asset Backed Certificates Series 1994-I
(A) The total amount of cash distributed to Series 1994-I
Certificateholders in 1996, per $1,000 of Series 1994-I
Certificates....................................................$ 57.82
(B) The total amount of the distribution set forth in paragraph (iv)(A)
which represents principal payments on the Series 1994-I
Certificates....................................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1994-I Certificates.......................$ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series
1994-I Certificates.............................................$ 6,250,000
(v) Floating Rate Asset Backed Certificates Series 1994-J
(A) The total amount of cash distributed to Series 1994-J
Certificateholders in 1996, per $1,000 of Series 1994-J
Certificates....................................................$ 58.33
(B) The total amount of the distribution set forth in paragraph (v)(A)
which represents principal payments on the Series 1994-J
Certificates....................................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1994-J Certificates.......................$ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series
1994-J Certificates.............................................$ 6,250,000
(vi) Floating Rate Credit Card Certificates Series 1994-K
(A) The total amount of cash distributed to Series 1994-K
Certificateholders in 1996, per $1,000 of Series 1994-K
Certificates....................................................$ 58.00
(B) The total amount of the distribution set forth in paragraph (vi)(A)
which represents principal payments on the Series 1994-K
Certificates....................................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1994-K Certificates.......................$ 3,750,000
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series
1994-K Certificates.............................................$ 6,250,000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(vii) 7.15% Credit Card Certificates Series 1994-L
(A) The total amount of cash distributed to Series 1994-L
Certificateholders in 1996, per $1,000 of Series 1994-L
Certificates....................................................$ 71.50
(B) The total amount of the distribution set forth in paragraph (vii)(A)
which represents principal payments on the Series 1994-L
Certificates....................................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II in 1996
with respect to the Series 1994-L
Certificates....................................................$ 3,750,000
(D) The total amount of the Interchange Monthly Servicing
Fee payable to the Servicer in 1996 with respect to the
Series 1994-L Certificates......................................$ 6,250,000
(viii) Floating Rate Credit Card Certificates Series 1995-M
(A) The total amount of cash distributed to Series 1995-M Class A
Certificateholders in 1996, per $1,000 of Series 1995-M
Class A Certificates............................................$ 58.40
(B) The total amount of the distribution set forth in paragraph (viii)(A)
which represents principal payments on the Series 1995-M
Class A Certificates............................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from
Available Funds to the Servicer from the Master Trust II in
1996 with respect to the Series 1995-M Certificates.............$ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee
payable to the Servicer in 1996 with respect to the Series
1995-M Certificates.............................................$ 7,142,857
(ix) Floating Rate Credit Card Certificates Series 1995-N
(A) The total amount of cash distributed to Series 1995-N Class A
Certificateholders in 1996, per $1,000 of Series 1995-N
Class A Certificates............................................$ 57.59
(B) The total amount of the distribution set forth in paragraph (ix)(A)
which represents principal payments on the Series 1995-N
Class A Certificates............................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1995-N Certificates.......................$ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee payable to
the Servicer in 1996 with respect to the Series 1995-N
Certificates....................................................$ 7,142,857
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(x) Floating Rate Credit Card Certificates Series 1995-O
(A) The total amount of cash distributed to Series 1995-O Class A
Certificateholders in 1996, per $1,000 of Series 1995-O
Class A Certificates............................................$ 58.30
(B) The total amount of the distribution set forth in paragraph (x)(A)
which represents principal payments on the Series 1995-O
Class A Certificates............................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1995-O Certificates.......................$ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series
1995-O Certificates.............................................$ 7,142,857
(xi) Floating Rate Credit Card Certificates Series 1995-P
(A) The total amount of cash distributed to Series 1995-P Class A
Certificateholders in 1996, per $1,000 of Series 1995-P
Class A Certificates............................................$ 57.79
(B) The total amount of the distribution set forth in paragraph (xi)(A)
which represents principal payments on the Series 1995-P
Class A Certificates............................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1995-P Certificates.......................$ 4,285,714
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series
1995-P Certificates.............................................$ 7,142,857
(xii) Floating Rate Asset Backed Certificates Series 1996-Q
(A) The total amount of cash distributed to Series 1996-Q Class A
Certificateholders in 1996, per $1,000 of Series 1996-Q
Class A Certificates............................................$ 12.62
(B) The total amount of the distribution set forth in paragraph (xii)(A)
which represents principal payments on the Series 1996-Q
Class A Certificates............................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1996-Q Certificates.......................$ 1,414,286
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series
1996-Q Certificates.............................................$ 2,357,143
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(xiii) Floating Rate Asset Backed Certificates Series 1996-R*
(A) The total amount of cash distributed to Series 1996-R Class A
Certificateholders in 1996, per $1,000 of Series 1996-R
Class A Certificates............................................$ 0
(B) The total amount of the distribution set forth in paragraph (xiii)(A)
which represents principal payments on the Series 1996-R
Class A Certificates............................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1996-R Certificates.......................$ 0
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series 1996-R
Certificates....................................................$ 0
(xiv) Floating Rate Asset Backed Certificates Series 1996-S*
(A) The total amount of cash distributed to Series 1996-S Class A
Certificateholders in 1996, per $1,000 of Series 1996-S
Class A Certificates............................................$ 0
(B) The total amount of the distribution set forth in paragraph (xiv)(A)
which represents principal payments on the Series 1996-S
Class A Certificates............................................$ 0
(C) The total amount of the Monthly Servicing Fee payable from Available
Funds to the Servicer from the Master Trust II in 1996 with
respect to the Series 1996-S Certificates.......................$ 0
(D) The total amount of the Interchange Monthly Servicing Fee payable
to the Servicer in 1996 with respect to the Series 1996-S
Certificates....................................................$ 0
(xv) The amount of outstanding balances in the Accounts which were 30
or more days delinquent as of the December 1996 Due Period (i.e.,
with respect to the January 1997 interest payment date)...................$ 952,675,624
</TABLE>
___________________________
* The first Distribution Date for Series 1996-R and Series 1996-S was in January
1997. All payments accruing on the two series since their issuance on November
26, 1996 were made on the January 1997 Distribution Date.
