[Letterhead of KPMG appears here]
EXHIBIT 2
Independent Accountants' Report
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First USA Bank, National Association
We have examined the accompanying management's assertion, that First USA Bank,
National Association (the "Servicer"), complied with the requirements of
Sections 3.01, 3.04, 3.05, 3.09, 12.01 and Article IV of the Amended and
Restated Pooling and Servicing Agreement dated as of June 1, 1990, and as
amended and restated as of September 1, 1999 (the "Agreement"), and the
Supplements thereto as listed in Attachment A, by and between the Servicer and
Wells Fargo Bank Minnesota, National Association, as Trustee of the First
Chicago Master Trust II (together, the "Agreements"), during the twelve months
ended December 31, 2001. Management is responsible for the Servicer's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about the Servicer's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Servicer's
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Servicer's compliance with specified requirements.
In performing this examination, we have assumed the accuracy of the reports
prepared by the Servicer's third party credit card processor and did not extend
our assessment to the relevant aspects of the Servicer's compliance that are the
responsibility of the third party credit card processor. Accordingly, our
assessment does not extend to these aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor, and we do not
express any form of assurance on those compliance aspects.
In our opinion, management's assertion that the Servicer complied with the
aforementioned requirements during the twelve months ended December 31, 2001 is
fairly stated, in all material respects.
/s/ KPMG LLP
February 15, 2002
Attachment A
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Pooling and Servicing Agreement Supplements
Credit Card Master Trust Series Date Compliance Period
First Chicago Master Trust II Series 1995-M 4/19/1995 01/01/01 - 12/31/01
First Chicago Master Trust II Series 1995-O 6/15/1995 01/01/01 - 12/31/01
First Chicago Master Trust II Series 1996-Q 9/25/1996 01/01/01 - 12/31/01
First Chicago Master Trust II Series 1996-S 11/26/1996 01/01/01 - 12/31/01
First Chicago Master Trust II Series 1997-U 11/30/1997 01/01/01 - 12/31/01
First Chicago Master Trust II Series 1998-V 11/12/1998 01/01/01 - 10/15/01
First Chicago Master Trust II Series 1999-W 3/23/1999 01/01/01 - 12/31/01
First Chicago Master Trust II Series 1999-X 6/16/1999 01/01/01 - 12/31/01
First Chicago Master Trust II Series 1999-Y 8/10/1999 01/01/01 - 12/31/01
ASSERTION BY FIRST USA BANK, NATIONAL ASSOCIATION
The management of First USA Bank, National Association (the "Servicer") is
responsible for complying with the requirements of Sections 3.01, 3.04, 3.05,
3.09, 12.01 and Article IV of the Amended and Restated Pooling and Servicing
Agreement, dated as of June 1, 1990, and as amended and restated as of September
1, 1999 (the "Agreement") and the Supplements thereto, noted in Attachment A
(the "Supplements"), (together, the "Agreements") between the Servicer and Wells
Fargo Bank Minnesota, National Association, as Trustee of the First Chicago
Master Trust II.
Management has performed an evaluation of the Servicer's compliance with the
Agreements and based on this evaluation management believes that the Servicer
has complied with the requirements of the sections of the Agreements referred to
above during the twelve months ended December 31, 2001.
In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
our assessment does not extend to these aspects of the Servicer's compliance
that are the responsibility of the third party credit card processor, and we do
not express any form of assurance on these compliance aspects.
/s/ Michael Looney /s/ Tracie H. Klein
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Michael Looney Tracie H. Klein
Executive Vice President - Operations First Vice President
/s/ Jeffrey Rigg
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Jeffrey Rigg
Senior Vice President - Accounting