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Program Provider Agreement - Citibank (South Dakota) NA, Citibank USA NA, Citicorp Credit Services Inc. and Intersections Inc.

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PROGRAM PROVIDER AGREEMENT

This agreement ("Agreement") is effective as of August 1, 2002
("Effective Date"), between Citibank (South Dakota), N.A., Citibank USA N.A.,
and Citicorp Credit Services, Inc. (the entities above individually and
collectively referred to herein as "Citi"), and Intersections, Inc. having a
place of business at 14930 Bogle Drive, Chantilly VA 21051 ("Provider"). This
Agreement governs one or more Programs offered by Provider hereunder and the
Services related to each such Program that Provider shall provide to Citi and
certain Citi Cardmembers. This Agreement is made in respect of good and valid
consideration, receipt of which is hereby acknowledged by each party. Except as
expressly authorized pursuant to this Agreement and in full compliance with all
terms and requirements set forth herein, Provider shall not offer or provide any
Program or Services to Citi Cardmembers.

ARTICLE I. DEFINITIONS

"Citi Cards" means credit and other cards issued by Citi, including cards
relating to accounts or portfolios that may be acquired by any Citi affiliate.

"Citi Cardmembers" and "Cardmembers" mean primary and secondary accountholders
of Citi Cards.

"Confidential Information" means information, materials and data that are
confidential and proprietary to each party, to which the other party may have
access during the term of this Agreement. Confidential Information includes
without limitation (i) marketing philosophy, techniques, practices, objectives,
strategies, methodology, targeting methods, market research and results,
competitive advantages and disadvantages, financial results, technological
developments, response rates, trade secrets, processes, procedures, plans,
policies, business affairs, discoveries, hardware, software, screens,
specifications, designs, and intellectual property: and (ii) the provisions of
this Agreement and rights and obligations hereunder (other than as are made
generally available by the parties). In the case of Citi, its Confidential
Information also includes (i) names, addresses, phone numbers, and tracking
numbers of Cardmembers provided by Citi, or by Cardmembers, to Provider in
connection with this Agreement; and (ii) demographic, behavioral, credit,
account and other information relating to Participating Cardmembers recorded or
generated by Provider.

"Credit Reporting Agency" means a credit reporting agency, including without
limitation Experian, Equifax or TransUnion, that provides consumer data to
Provider in connection with a Program.

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"Marketing Materials" means any and all communications, oral or written, from
Provider and/or Citi to Cardmembers, regarding a Program, including, but not
limited to, membership fulfillment kits; solo mailings; snap-packs; postmailers;
credit card mailers; scripts, including voice response technology and
telemarketing scripts and screens (both inbound and outbound and including
questions and answers); bangtails; insert mailings; renewal mailings; inquiry
notifications and newsletters; Web site text and presentation; media
advertising; and electronic mail.

"Participating Cardmembers" means Cardmembers who agree to enroll, or otherwise
accept or participate, in Programs.

"Program Exhibit" means each and every Program Exhibit that is approved in
writing by Citi and by Provider.

"Program(s)" means membership clubs, insurance programs, merchandise, magazine
subscriptions and/or other products and Services offered by Provider to Citi
Cardmembers pursuant to this Agreement.

"Services" means Marketing Materials, products, Program benefits, mailing of
fulfillment materials, cancellation, refunds, inquiry response, complaint
response, payment, security and confidentiality measures, reporting, and other
activities undertaken by Provider with respect to Citi or Citi Cardmembers in
connection with a Program or a proposed Program, and all obligations of Provider
pursuant to this Agreement.

ARTICLE II. PROGRAM AUTHORIZATION AND GENERAL OBLIGATIONS

A. Provider is authorized to undertake the Program(s) described in the
approved Program Exhibit(s) appended to this Agreement. Each Program shall be
governed by the terms of a separate Program Exhibit and this Agreement. Each
Program Exhibit is hereby incorporated by reference and made part of this
Agreement.

B. Each Program Exhibit shall accurately and fully describe the Program
to which it relates. Each such description shall include, as applicable, the
Program term, timetables, marketing plan, expenses, membership benefits,
compensation, billing arrangements, and any other terms and conditions
specifically pertaining to the Program. Citi may elect to make a Program
available to those Cardmembers as Citi deems appropriate in its sole discretion
or as otherwise set forth in the applicable Program Exhibit. Provider shall
provide to Participating Cardmembers the Program benefits as described in the
Program Exhibit and Marketing Materials, and shall not, without Citi's prior
written consent, reduce or materially modify the Program benefits during the
term of the Program, unless required to by an applicable law, regulation, court
order or order or pronouncement by a government agency with appropriate
jurisdiction.

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C. In undertaking Programs pursuant to this Agreement, Provider shall
comply with the terms set forth in each approved Program Exhibit and, as
applicable, with the provisions of (i) the Marketing and Branding Requirements
set forth in Attachment A; (ii) the Citicorp Information Security Standards set
forth in Attachment B; (iii) the Management Information Systems Standards set
forth in Attachment C; (iv) the Customer Service and Performance Standards set
forth in Attachment D; (v) the Ten Principles of the Citigroup Privacy Promise
set forth in Attachment E; and (vi) the Telemarketing Practices Requirements set
forth in Attachment F, each of which Attachments is appended hereto,
incorporated by reference and made a part of this Agreement. Citi reserves the
right to modify the documents listed in this Paragraph II.C. upon forty-five
(45) days advance written notice to Provider.

D. Citi shall transmit to Provider, if and as required, the names,
addresses, phone numbers, Social Security Numbers, and sequence numbers specific
to those Citi Cardmembers to whom Provider is authorized to offer the Program(s)
pursuant to the governing Program Exhibit(s). Citi shall provide such
information in a computer-readable, mutually acceptable format as indicated in
the Program Exhibit(s).

E. Rights and obligations under this Agreement may be exercised and
undertaken by one or more Citi affiliates, at Citi's discretion, provided,
however, for each individual Program, only the Citi entity named in the Program
Exhibit shall be responsible for Citi's Program obligations, and no other Citi
entity shall be liable in connection with that Program. Consideration payable by
Provider in respect of each individual Program shall be payable to the Citi
entity indicated in the governing Program Exhibit.

F. Citi understands that Intersections has broad market and other
programs that may include customers who have and use a Citi Card. Therefore,
Citi agrees that nothing in this Agreement shall preclude Provider from making
offers of any of Provider's products or services to the general public or to
individuals who have Citi Cards and who incidentally are part of a group
targeted by Provider outside this Agreement, so long as Provider does not
specifically target individuals who have Citi Cards. Such marketing by Provider
is not part of, or regulated by, this Agreement.

ARTICLE III. SUBCONTRACTORS

A. Provider shall not use any subcontractor or agent to perform Services
pursuant to this Agreement unless Citi gives its prior written consent and
Provider ensures that such subcontractor or agent (i) has executed a written
agreement to comply in effect with all applicable terms of this Agreement
(including Program Exhibit(s), and Attachments) and (ii) does not take any
action in violation of such written agreement. Provider shall not use any
subcontractor or agent to perform

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telemarketing Services hereunder unless such subcontractor or agent is included
on Citi's Approved Vendor List, a copy of which shall be furnished to Provider.

B. Provider shall remain primarily responsible to Citi for the
performance or nonperformance of its subcontractors and agents and their
respective employees, subcontractors and agents. Citi shall have the right to
require Provider to replace any such subcontractor or agent within thirty (30)
days of Citi's written notice for failure to perform in accordance with this
Agreement.

ARTICLE IV. PROGRAM EXPENSES

Except as otherwise provided in this Agreement, Provider shall be solely
responsible for, and shall bear all costs and expenses relating to, the
marketing, administration and provision of Programs, including all costs and
expenses of: (i) designing, printing, and disseminating (other than the cost of
postage for billing statements that otherwise would be mailed by Citi) all
Marketing Materials; (ii) correspondence and forms related to the Program; (iii)
telemarketing and teleservicing conducted by Provider; (iv) Program customer
service, benefits, and fulfillment; and (v) installation and maintenance of any
telephone lines required for monitoring and recording Cardmember calls and/or
transfer of such calls from Citi to Provider.

ARTICLE V. MARKETING MATERIALS REVIEW AND APPROVAL

Provider shall submit to Citi for review, and obtain Citi's approval, of
complete prototypes of any proposed written or printed Marketing Materials prior
to the production, dissemination, or use of such Marketing Materials in
connection with the Programs. Such submission will include, upon Citi's request,
proof of clearance of any photographic and other images depicting persons. Citi
shall have the final right of approval of the design and content of all
Marketing Materials, and Provider shall incorporate any and all revisions
required as a condition of approval by Citi, and shall bear all costs related
thereto. Provider shall, in accordance with Attachment A, obtain Citi's approval
prior to modifying or reprinting any Marketing Materials that previously have
been approved by Citi.

ARTICLE VI. TELEMARKETING REQUIREMENTS

A. To ensure compliance with, and the quality of performance
under, this Agreement, Citi (or its designated agent) may at any time monitor
and record telephone conversations between Provider and Cardmembers including
Participating Cardmembers. Provider shall obtain written consent to such
monitoring and recording from each individual who provides telemarketing
Services in connection with Programs and shall ensure that a notice is given at
the start of each telephone conversation that the conversation may be monitored
and recorded. Upon request by

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Citi, Provider shall provide to Citi (or its designated agent) a connection, via
telephone, to the monitoring system operated by Provider whereby Citi (or its
designated agent) can randomly select and monitor telemarketing calls with
Cardmembers from a remote location, in a manner designed to be undetected and
undetectable by normal use. Provider shall provide Citi with a unique
identification number to present when requesting on-line monitoring. This
identification number will prevent anyone other than Citi (or its designated
agent) from monitoring such telemarketing calls.

B. Provider shall provide a minimum of twenty-four (24) hours
prior written notice of any cancellation or postponement or rescheduling by
Provider or its subcontractor or agent of a scheduled session of monitoring of
telemarketing calls by Citi (or its designated agent) for all reasons other than
those related to technology failure. In the event of any failure to provide such
minimum notice, Provider shall pay to Citi the amount of One Hundred Dollars
($100.00) for each such failure. In the event three or more monitoring sessions
are cancelled, postponed or rescheduled in any calendar month due to
technology-related issues, Provider shall submit a written action plan to Citi
within five (5) days of the third such cancellation, detailing the steps and
timelines for resolution and cure of the issues and shall undertake the steps
contemplated by such action plan as quickly as possible.

C. At the direction of Citi, Provider shall record that portion of
any telemarketing solicitation that constitutes a Cardmember's agreement to
enroll in a Program, including a recitation of the material terms thereof. All
such recordings shall be retained by Provider for the period of time that may be
specified by Citi that shall be no longer than five (5) years after membership
cancellation, or absent any such specification, for a period of at least two (2)
years, and shall be delivered to Citi promptly upon request. In no event shall
Provider deliver any such recordings to a third party including, but not limited
to, the Cardmember whose agreement to enroll is purported to be recorded, or his
or her representative.

D. Provider will, on a schedule to be determined by Citi, visit
each site at which any of its subcontractors or agents are performing
telemarketing Services hereunder for the purpose of monitoring (i) compliance by
such subcontractor or agent with the applicable provisions of this Agreement;
and (ii) the quality of the performance of such telemarketing Services. Such
site visits will be unannounced. Provider will inform Citi at least seventy-two
(72) hours in advance of such visits and shall permit Citi, in its sole
discretion, to accompany Provider on any such unannounced visit. In addition to
such unannounced site visits by Provider, Citi may also, in its sole discretion,
visit any of the sites at which subcontractors or agents of Provider are
performing telemarketing services hereunder, upon twenty-four (24) hours prior
notice to Provider, but upon no prior notice to the subcontractor or agent whose
site is visited. Provider shall ensure that it gives no such prior notice.

ARTICLE VII. MEMBERSHIP RETENTION; SATISFACTION

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A. Provider shall maintain and implement strategies that promote the
retention of Participating Cardmembers. Citi may elect to transfer
attrition-related telephone calls of Participating Cardmembers and forward
similar correspondence to Provider, as frequently as Citi, in its sole
discretion, determines is appropriate or reasonable. Provider will use
commercially reasonable best efforts to retain Participating Cardmembers who
inquire about cancellation of Program membership, using scripts, guidelines,
written responses or other Marketing Materials approved by Citi.

B. Solely at Provider's expense, and with Provider's full cooperation,
Citi shall conduct annual satisfaction surveys of current and former
Participating Cardmembers of each Program and Citi shall have the option, at its
own expense, to require or conduct additional satisfaction surveys. In the event
that Citi determines, based on a satisfaction survey, that any feature, benefit,
process or other aspect of a Program should be modified or replaced, Citi shall
so inform Provider and Provider shall (i) deliver to Citi, within twenty (20)
days of such notice, a plan that satisfactorily addresses Citi's concern within
the reasonable time period specified by Citi, and (ii) execute such plan within
such specified time period.

ARTICLE VIII. CONFIDENTIAL INFORMATION

A. Each party shall protect and preserve the confidential and
proprietary nature of all Confidential Information belonging to the other party
and shall use such Confidential Information only for purposes authorized under
this Agreement. Without the prior written consent of the other party, neither
party shall disclose, give, sell or otherwise transfer or make available,
directly or indirectly, any Confidential Information belonging to the other
party to any third party for any purpose. Each party shall ensure that only its
employees, authorized agents, or subcontractors who need to know Confidential
Information belonging to the other party in order to perform its obligations
hereunder will receive such Confidential Information and that such persons agree
to be bound in effect by, and do comply in effect with, the applicable
provisions of this Article VIII.

B. With respect to the Confidential Information belonging to Citi,
Provider shall not accumulate in any way or make use of such Confidential
Information for any purpose, including the marketing of any Program, other than
as authorized by written agreement with Citi, and shall not add to, modify,
append, or alter in any way Confidential Information regarding Cardmembers that
is provided by Citi pursuant to this Agreement. Citi hereby authorizes Provider
to perform a telematch review of all Cardmember telephone numbers furnished to
Provider by Citi to ensure that each such telephone number is the most
up-to-date one for the related Cardmember and directs Provider to append to the
Confidential Information any updated telephone numbers it discovers.

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C. These confidentiality obligations shall not apply to Confidential
Information that:

(i) a party specifically and in writing authorizes the other party to
disclose;

(ii) a party received from a third party that had the right to make
such disclosure without violation of any confidentiality obligation;
provided the receiving party first demonstrates in writing to the
other party's satisfaction such asserted right;

(iii) is or becomes part of the public domain through no action
of the party bound to keep it confidential, and such party first
demonstrates in writing to the other party's satisfaction such
asserted status of the Confidential Information;

(iv) is required under applicable law, regulation or
pronouncement or directive of a government agency with
appropriate jurisdiction; or

(v) consists of a Cardmember name, address, Social Security
Number and/or authorization that may be needed by a Credit
Reporting Agency in order to permit Provider to obtain a credit
report for use in fulfillment of the Program.

D. In addition to the exceptions set out in Paragraph VIII.C. above,
these confidentiality obligations shall not apply to Confidential Information a
party is ordered or requested to disclose by a court or agency with appropriate
jurisdiction. In the event either party receives a subpoena, court order or
other similar process purporting to require such party to disclose, or a request
by a court or agency with appropriate jurisdiction for, Confidential Information
belonging to the other party, then the party receiving the subpoena, court
order, other similar process or request, shall provide the other party with
written notice and documentation thereof as soon as practicable, and shall
cooperate fully with such other party in the event that such other party
determines to seek a protective order or other remedy with regard to such
disclosure.

E. Each party will not, without the prior written consent of the other
party, transmit directly or indirectly the Confidential Information belonging to
the other, or any portion thereof, to any country outside the United States.
Citi hereby consents to Provider's transmittal to a telemarketing company
located in Canada, which has been approved by Citi as Provider's subcontractor,
the relevant Confidential Information needed by such telemarketing company to
perform Services hereunder.

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F. Each party agrees that, unless prior written authorization is
obtained from the disclosing party and from the United States Department of
Commerce or other relevant agency of the United States Government, it will not
knowingly export, directly or indirectly, the Confidential Information belonging
to the other, or the direct product of such Confidential Information, to: (i)
any country in Country Group S or Z of the Export Administration Regulations of
the Department of Commerce (currently Libya, Cuba and North Korea); (ii) any
non-civil (i.e., military) end-users of for any non-civil (i.e., military)
end-uses in any country in Country Group Q, W or Y of the Export Administration
regulations (currently Albania, Bulgaria, Cambodia, Estonia, Laos, Latvia,
Lithuania, Mongolian Peoples' Republic, Romania, the geographic areas formerly
known as the Union of Soviet Socialist Republics, Vietnam) or the Peoples'
republic of China; (iii) any country subject to sanctions administered by the
Office of Foreign Assets Control (currently Cuba, Iraq, Libya, North Korea,
Serbia and Montenegro); or (iv) Iran or Syria.

G. Each party agrees that any unauthorized use or disclosure of the
Confidential Information of the other party may cause immediate and irreparable
harm to such other party for which money damages would not constitute an
adequate remedy, that such other party would be entitled to seek injunctive
relief, and that injunctive relief would in the event of such unauthorized use
or disclosure be necessary and appropriate.

H. Provider agrees to complete fully and return to Citi a Citi Vendor
Information Sheet and Security Audit Questionnaire. Provider shall notify Citi
immediately of any loss or unauthorized disclosure or use of Citi Information
that comes to Provider's attention.

ARTICLE IX. COMPLIANCE AUDITS; REPORTING

A. To verify a Provider's compliance with the terms of this Agreement,
Citi or its authorized representatives shall have the right to conduct at
Provider's premises, at Citi's sole expense, at reasonable times during working
hours as agreed by the parties after reasonable notice, an initial review and,
thereafter, reviews of Provider's performance hereunder, as well as the
performance of any subcontractor or agentI authorized to perform Services
hereunder ("Audit"). Such subsequent reviews will be performed on an annual
basis, unless Citi determines, within its sole discretion, that a change in
applicable law or regulation, or a change in Provider's business practices or in
its financial status requires a more frequent review. An Audit may include
inspection and review of all aspects of a Provider's (i) business practices
related to Provider's performance of Services; (ii) financial condition; (iii)
internal controls; and (iv) security reviews. Provider shall cooperate fully
with Citi in any Audit and shall give Citi and its auditors access to its
premises for conducting an Audit

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B. Citi shall give Provider advance notice of any Audit, and Provider
shall ensure that no action or failure to act on its part, or on the part of its
subcontractor or agent, if applicable, will prevent the Audit from beginning
within the time period specified in the notice, but in no event later than five
(5) days from the date of the notice if the time specified is less than five (5)
days. Notwithstanding the above, Citi may conduct an Audit on twenty-four (24)
hours prior written or telephonic notice to Provider if Citi reasonably believes
that Confidential Information belonging to Citi has been or is about to be used,
accumulated, or disclosed in a manner not permitted hereunder.

C. In the event that Provider fails to (i) cooperate in facilitating
completion of an Audit required by Citi; or (ii) make any required written
report to Citi within the time period specified; Provider agrees to pay the Citi
entity identified in the governing Program Exhibit as a consequence for each
such failure the amount of Five Hundred Dollars ($500.00) for each day in which
such failure continues beyond the date specified in such written notice. Any
such payment(s) shall be in addition to (and not in lieu of) any other rights,
damages or remedies that Citi is entitled to under the terms of this Agreement,
or any applicable law.

D. Provider understands and agrees that the United States Office of the
Comptroller of the Currency and any comparable federal or state agency has the
right to conduct audits on Provider's premises. Provider agrees to cooperate
fully with such audits. Provider further agrees to furnish to Citi copies of (i)
any agreements it may sign with a federal, state or local regulatory agency that
might affect any Program; (ii) any notices it may receive from a federal, state
or local regulatory agency as to its regulatory compliance; (iii) any
information it may receive about its evaluation or rating by a consumer affairs
agency or bureau (such as the Better Business Bureau) with respect to its
business practices; and (iv) any reports of audits conducted internally or by
third parties that provide information about or might affect any Program.

ARTICLE X. BREACH; CURE

A. In the event that Provider fails to comply fully with any requirement
of this Agreement, Citi may provide written notice to Provider of such
non-compliance and specific instructions regarding actions necessary to cure
such non-compliance. In the event that Citi fails to comply with the
requirements of applicable laws or regulations governing the acquisition or use
of consumer credit information, Provider may provide written notice to Citi of
such non-compliance and specific instructions regarding actions necessary to
cure such non-compliance. The party receiving such notice of non-compliance
shall promptly cure or begin diligent efforts to cure the non-compliance and
shall, within five (5) business days, provide to the other party a written
report providing a detailed description of the actions being taken by the
breaching party to cure the non-compliance.

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B. In the event Citi determines to its reasonable satisfaction that any
of Provider's business practices related to its performance hereunder present a
risk of unauthorized use or disclosure of Confidential Information belonging to
Citi, then Citi shall so notify Provider in writing and Provider shall use its
best efforts to change such business practices as soon as practicable to the
reasonable satisfaction of Citi, and shall ensure that any such required change
shall occur no later than three (3) business days following notice from Citi;
provided, however, Provider may suspend the activities affected or implicated by
Citi's notice until the cited condition is cured, and such suspension shall not
be deemed breach of this Agreement. Provider shall provide Citi with daily
status reports until the required change is effective.

C. Upon any failure by Provider to cure any breach identified in writing
by Citi, or as set out in Paragraph X.B. above, to prevent a potential breach,
within the time periods specified herein, Citi may, in its sole discretion,
exercise its rights to terminate this Agreement, as set out in Article XI
hereof.

ARTICLE XI. TERM; TERMINATION

A. This Agreement shall remain in effect for a period of one year from
its Effective Date. Thereafter it shall continue in effect until terminated by
either party on ninety (90) days written notice delivered to the other party. In
addition to the right to terminate this Agreement as set forth herein, any
individual Program(s) may be terminated in accordance with the provisions of the
governing Program Exhibit(s).

B. Notwithstanding the foregoing, this Agreement may be terminated:

(1) by either party within ten (10) days following written notice by
it of termination for cause, where (a) such notice states the terminating
party's determination that the other party breached this Agreement and (b) the
other party has failed to cure fully or commence curing the breach, as set out
in Paragraph X.A. above, or as set out in Paragraph X.B. above (where Provider
is the breaching party), has failed to prevent a potential breach, within the
applicable time period set out in Article X.B. hereof; or

(2) by Citi immediately, following written notice by it of
discontinuation based on the occurrence or reasonable expectation of any
judicial or governmental action, investigation, or proceeding or adverse
publicity in connection with the Agreement or Provider that Citi reasonably
concludes could harm Citi's business or reputation.

C. Upon termination of this Agreement, the terms of the governing
Program Exhibit(s) shall control the termination of the Programs with respect to
such matters as, any extension or renewal of Participating Cardmember Program
memberships, transfer of Participating Cardmembers to other programs, continuing

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provision of Services by Provider, return to each party of Confidential
Information belonging to the other party, notification to Cardmembers, and/or
disposition of Marketing Materials.

ARTICLE XII. PROPRIETARY RIGHTS

A. Provider acknowledges Citi's exclusive proprietary interest in and
rights to all Citi logos, trademarks, trade names, service marks and branding
"look and feel;" any unique logo, trademark, trade name or service mark that may
be created for a Program; and the signatures of Citi officers and employees that
may be used in Marketing Materials ("Citi Marks"). Citi hereby grants Provider a
limited license to use Citi Marks solely to promote the Program, provided
Provider complies with the requirements set forth in Attachment A and obtains
Citi's approval, in writing, prior to any such use. Provider recognizes and
acknowledges that it acquires no right in or to Citi Marks. Citi may, at its
sole discretion, deny or limit Provider's use of Citi Marks.

B. Except as otherwise set out in a Program Exhibit, any Marketing
Materials, fulfillment or other materials that Provider creates, produces and
prepares in connection with the Agreement shall remain the property of Provider
except for any Citi Marks, and any marks specifically identified in the Program
Exhibit as created exclusively for Citi, which shall remain the sole property of
Citi.

C. Citi recognizes and acknowledges that to the extent Provider is
providing Marketing Materials for Programs that are also provided by Provider to
third parties, the logos, trademarks, trade names and service marks developed by
Provider and associated with such Programs may be marks generally used by
Provider in its other businesses. To the extent any such mark is not
specifically identified as being created for Citi in the Program Exhibit,
Provider shall retain any rights it may have to such marks. Notwithstanding the
foregoing, nothing contained herein shall give Provider any rights in Citi
Marks.

D. Unless necessary for the performance of Services or as may be
required by law, Provider shall not use Citi's name or the name of a Citi
affiliate in any sales publication or advertisement or make any public statement
or respond to any third-party inquiry relating to Citi or its affiliates without
obtaining Citi's prior written consent.

ARTICLE XIII. CONTINGENCY PLANS; DISASTER RECOVERY

To ensure that there is no disruption of operations with respect to the
Services to be provided by Provider hereunder, Provider agrees to obtain Citi's
prior written approval for, have in place, and implement when necessary, a
contingency plan for business continuity, and if necessary for business
resumption and recovery with

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specific time frames, that (i) meet Citi's needs, as determined by Citi within
its sole discretion, and (ii) will enable Provider to continue operations in the
event of a significant disturbance in its normal operations. Provider shall also
obtain Citi's prior written approval for, have in place, and implement when
necessary a disaster recovery plan to ensure that duplicate copies of all data
relating to the Services and each Program provided by Provider are stored in a
secure manner in a remote location and can be retrieved in the event that a
disaster disrupts Provider's operations. Provider shall update the contingency
and disaster recovery plans, as necessary, including with respect to any new
Program provided by Provider. Provider agrees to conduct full tests of the
approved plans at least once each year and to provide to Citi, in a format
acceptable to Citi, written reports of the results of such tests.

ARTICLE XIV. REPRESENTATIONS, WARRANTIES, AND COVENANTS

A. Provider represents, warrants and covenants that:

(1) it has the authority to enter into and perform this Agreement
according to its terms and conditions.

(2) each representative who executes a Program Exhibit has the
authority to do so and to bind Provider to all of its terms;

(3) it shall comply with all applicable laws, rules, and regulations
including, but not limited to, all applicable consumer protection laws and
regulations, in the performance of Services, and shall promptly advise Citi in
the event of new or modified regulatory and statutory requirements that may
necessitate a change in the Services or the manner in which Provider solicits or
provides the Services and shall comply with such new and modified requirements
in a timely manner;

(4) it shall obtain all necessary consents and authorizations prior
to providing Services;

(5) it shall not use any Marketing Materials to offer a Program to a
Cardmember without Citi's prior review and written approval of such Marketing
Materials;

(6) it shall provide to Participating Cardmembers the Services in
accordance with the provisions of this Agreement and the Marketing Materials
approved by Citi;

(7) all Marketing Materials prepared or provided by Provider in
connection with this Agreement are and shall be true, fair, accurate, and
complete, and not deceptive under applicable state laws and regulations;

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(8) all descriptions of Programs contained in Marketing Materials
shall be substantiated to Citi's satisfaction under commercially reasonable
standards of due diligence as being materially accurate and complete, and, upon
Citi's request, Provider shall deliver to Citi within two (2) business days
full, accurate and fair substantiation of each claim made in Marketing Materials
used or proposed for use in connection with any approved or proposed Program;

(9) it shall not charge or attempt to charge a Cardmember's account
for the purchase of any Program without first obtaining the Cardmember's express
authorization of such purchase and payment, and it shall retain, for a period of
not less than two (2) years, a record in the format required by Attachment A and
readily available to Citi of each Cardmember's authorization of each such
purchase and payment;

(10) between thirty (30) and sixty (60) days before the date on which
it intends to charge a Cardmember's account for any automatic renewal of a
membership Program with a term of six months or more, (but not in the case of
any membership Program billed on a monthly basis) it shall send to the
Cardmember a renewal notice that complies with the applicable requirements set
forth in Attachment A;

(11) none of the names, marks, content or graphics used in connection
with each Program and the Services, or any Marketing Materials created or used
by Provider pursuant to this Agreement, infringe on the intellectual property
(including trademark, copyright and patent) rights of any party or give rise to
any founded claims based on such rights or rights based on other laws, whether
statutory or under common law (including tort, contract, and advertising law);
provided, however, the foregoing does not apply to any alleged infringement or
claim arising from the Citi Marks, any other trademark or service mark
designated for exclusive use by Citi in accordance with the Program Exhibit or
other materials (in printed, digital or other medium) provided by Citi;

(12) it and any approved subcontractor or agent shall conduct an
annual security survey based on which it shall revise the Vendor Information
Sheet and Security Audit Questionnaire at least once each year, for retention by
the Provider and submission to Citi upon its request; and

(13) it shall calculate, report, and remit all sales, use, excise, or
similar taxes related to each Program, and shall be solely liable for any taxes,
penalties, or interest that may be imposed due to Provider's failure to timely
file returns or deposit appropriate taxes of any nature whatsoever; and

(14) while any Program under this Agreement is in effect and for a
period of six (6) months after the discontinuation of all Programs under this
Agreement, it shall not hire or solicit the employment of any person whom Citi
employed who was involved in Citi's relationship with Provider with
responsibilities

13
<PAGE>

for program management, implementation of marketing programs,
analysis of marketing results, processing and administration of accounts and
other comparable functions during the period of this Agreement or during the
six-month period preceding the Effective Date.

B. Citi represents, warrants and covenants that:

(1) it has the authority to enter into and perform this Agreement
according to its terms and conditions.

(2) each representative who executes a Program Exhibit has the
authority to do so and to bind the designated Citi entity to all of its terms;

(3) it shall comply with all applicable laws, rules, and regulations
in connection with its responsibilities and activities hereunder;

(4) it shall obtain any necessary consents and authorizations prior
to performing such responsibilities; and

(5) the Citi Marks, and any other trademark or service mark
designated for exclusive use by Citi in accordance with the Program Exhibit, and
any other materials (in printed, digital or other medium) provided by Citi,
shall not infringe on the trademarks, copyright or patent rights of any party or
give rise to any founded claims based upon such rights; and

(6) it shall not make any representation, warranty or other statement
regarding the Program not stated or made in the Marketing Materials or
inconsistent with the statements made therein.

ARTICLE XV. INDEMNIFICATION

A. Provider shall hold Citi, its corporate affiliates, and their
respective officers, directors, employees, and agents harmless from and
indemnify them against any and all claims, suits or proceedings, liabilities,
losses, damages and expenses whatsoever, including reasonable attorneys' and
experts' fees (including all fees incurred by Citi under Paragraph XV.B. below),
arising out of or in connection with:

(1) Any claim, regardless of the merits, by a third party, including
any Cardmember or government agency, with respect to a Program or Services under
this Agreement, including any claim that:

(a) the provision of or failure to provide any Service by
Provider (or any of its subcontractors and agents), including
any claim regarding the quality or value of such Service or
asserting product liability, wrongful death, personal injury, or
damage to property, or

14
<PAGE>

(b) Marketing Materials (including elements thereof) or
communications prepared, provided or distributed by Provider, or
the provision by Provider of any Service or benefit to Citi or
Cardmembers,

violates any right or property interest of a Cardmember or any third party,
including any such right or property interest based upon principles of tort,
patent, copyright, defamation, privacy, plagiarism, piracy, trademark, trade
secret, or consumer protection law, notwithstanding that Citi may have approved,
modified and/or disseminated such Marketing Materials, communications or other
Services, but only to the extent that claims under this Paragraphs XV.A are not
the subject of a final judgment confirming a finding of gross negligence or
willful misconduct on the part of Citi.

(2) A breach by Provider of any representation, warranty or covenant,
including those set out in this Agreement and those made by Provider to Citi or
Cardmembers.

(3) Any violation by Provider or any subcontractor or agent of
Provider of federal, state or local laws or regulations applicable to Provider's
activities in connection with this Agreement or its business relationship with
Citi;

B. Provider shall afford Citi the opportunity to defend or participate
in the defense of any claim that would be eligible to be indemnified by Provider
hereunder. Costs of such defense (including lawyers' and experts' fees,
commensurate with the amounts incurred by Citi in comparable litigation) shall
be paid by Provider under this Article XV. Citi shall confer with Provider
during the course of such litigation regarding strategy and costs. In the event
that Citi elects to defend independently any claim eligible for indemnification
hereunder, Citi shall allow Provider to participate in the defense, which shall
be at Citi's direction. Citi shall inform Provider of any settlement proposal
that Citi may receive and Citi shall exercise reasonable good faith judgment in
determining whether and on what terms to accept any proposed settlement of a
claim that it elects to defend. Neither party shall enter into any settlement of
such claim that imposes any obligation upon the other party without that other
party's consent, which shall not be unreasonably withheld or delayed.

C. Citi shall hold Provider, its corporate affiliates, and their
respective officers, directors, employees, and agents harmless from and
indemnify them against any and all claims, suits or proceedings, liabilities,
losses, damages and expenses whatsoever, including reasonable attorneys' and
experts' fees (including fees incurred under Paragraph XV.D. below), arising out
of or in connection with:

(1) Any claim by a third party, including any Cardmember, regardless
of the merits, arising out of Citi's breach of its obligations under this
Agreement, but only

15
<PAGE>
where such claim does not include allegations of actions by Provider that would
constitute a breach of this Agreement;

(2) Any claim by a third party, regardless of the merits, that any of
Citi Marks appearing on Marketing Materials, any other trademark or service mark
designated for exclusive use by Citi in accordance with the Program Exhibit, or
any other material (in printed, digital or other medium) provided by Citi
violates any right or property interest of such third party.

(3) A breach by Citi of any representation, warranty or covenant set
out in this Agreement; and

(4) Any violation by Citi of federal, state or local laws or
regulations applicable to Citi's activities in connection with this Agreement or
its business relationship with Provider.

D. Citi shall afford Provider the opportunity to participate in the
defense of any claim that would be eligible to be indemnified by Citi hereunder.
Costs of such defense (including lawyers' and experts' fees commensurate with
the amounts incurred by Citi in comparable litigation) shall be paid by Citi
under this Article XV. Provider shall confer with Citi during the course of such
litigation regarding strategy and costs. In the event that Provider elects to
defend independently any claim eligible for indemnification hereunder, Provider
shall allow Citi to participate in the defense, which shall be at Provider's
direction. Provider shall inform Citi of any settlement proposal that Provider
may receive and Provider shall exercise reasonable good faith judgment in
determining whether and on what terms to accept any proposed settlement of a
claim that it elects to defend. Neither party shall enter into any settlement of
such claim that imposes any obligation upon the other party without that other
party's consent, which shall not be unreasonably withheld or delayed.

E. Except with respect to indemnification of claims by third parties
under this Article XV, or unauthorized use of the other party's Confidential
Information or intellectual property, in no event will either party be liable to
the other for any indirect, exemplary, punitive, special or consequential
damages, including without limitation lost profits, even if the breaching party
had been advised of the possibility of such damages.

ARTICLE XVI. INDEPENDENT CONTRACTOR

Provider shall perform the Services as an independent contractor, and
nothing contained in this Agreement or otherwise shall be deemed to create any
employment relationship, partnership, or joint venture between Provider and
Citi. Provider acknowledges that Services performed are solely within its
control, and neither Provider nor any of its employees will hold itself out as
anything but an independent contractor to Citi.

16
<PAGE>

ARTICLE XVII. INSURANCE

Provider shall obtain and maintain for such time period as set out in
the Program Exhibit(s) all insurance coverage required by federal or state law,
including, without limitation, workers' compensation and disability insurance.
Except as otherwise set out on the Program Exhibit(s), Provider shall maintain
the following minimum insurance coverage: (a) commercial general liability
insurance in the minimum amount of $1,000,000.00 per occurrence and
$2,000,000.00 aggregate, including broad form contractual liability, and broad
form vendor's coverage; (b) worker's compensation in statutory limits required
for each state in which Provider shall operate under the terms of this
Agreement; (c) employer's liability coverage of at least $1,000,000.00 per
occurrence; and (d) fidelity bond coverage of at least $1,000,000.00 per loss,
protecting against employee dishonesty, theft, robbery, forgery and altered
documents. Such insurance shall include as a loss payee, as their interest may
appear, the Citi entity named on the relevant Program Exhibit and its parent
corporation and all affiliated, associated and subsidiary companies, for any
insurable losses incurred by Citi related to the provisions of this Agreement.
Provider shall furnish Citi with certificate(s) of insurance evidencing such
coverages, naming the Citi entity identified on the governing Program Exhibit an
additional insured under each such policy of insurance, and requiring any
insurer that provides any coverage hereunder to notify Citi at least thirty (30)
days prior to cancellation or a change in coverage that would materially affect
Citi's coverage as loss payee or additional insured.

ARTICLE XVIII. ASSIGNMENT

This Agreement and its obligations may not be assigned by either party
except upon written consent of the other party, provided, however, this Article
XVIII. shall not preclude Citi from assigning rights and obligations under this
Agreement among its affiliates, with respect to which Citi shall have full
discretion.

ARTICLE XIX. WAIVER; SEVERABILITY

A. A failure or delay of either party to enforce any of the provisions
of this Agreement may in no way be construed to be a waiver of such or any other
provision.

17
<PAGE>

B. Any provision of this Agreement that is invalid, illegal or
unenforceable for any reason shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions or rendering any other provision of this Agreement invalid,
illegal or unenforceable.

ARTICLE XX. CHOICE OF LAW; JURISDICTION; WAIVER OF JURY TRIAL

This Agreement and the respective rights and obligations of the parties
shall be governed by the laws of the State of South Dakota, without regard to
principles of conflicts of laws (whether South Dakota or any other
jurisdiction). Provider and Citi waive the right to a trial by jury in any
proceeding brought against the other with respect to this Agreement or
Provider's Services in connection with any Program.

ARTICLE XXI. REMEDIES NOT EXCLUSIVE

The remedies set out in this Agreement are not exclusive, and are in
addition to all other remedies that may be available to the parties under
governing law.

ARTICLE XXII. SURVIVAL OF AGREEMENT TERMS

The provisions of Articles VIII, XI.C, XII, XIV, and XV shall survive
any termination of this Agreement and shall continue in full force and effect.
In addition, in the event of any permitted extension or renewal of Program
memberships (pursuant to the terms of a governing Program Exhibit, as set forth
in Paragraph XI.C.) after termination of this Agreement, then the provisions of
this Agreement and the governing Program Exhibit, which by their terms are meant
to survive, including but not limited to Articles II, III, IV, V, IX, XIII, XVI,
and XVII of this Agreement, shall also survive and continue in full force and
effect.

ARTICLE XXIII. NOTICES

Any notice or communication required under this Agreement will be
effective when received and sufficient if given in writing and delivered by
certified mail, registered mail or by an overnight delivery service of general
commercial use (such as United States Postal Service, United Parcel Service,
Federal Express, or Airborne) addressed as follows:
To Citi: Citicorp Credit Services, Inc.
One Court Square
Long Island City, New York 11120
Attention: Director, Revenue Services

18
<PAGE>

With a copy to: Citicorp Credit Services, Inc.
One Court Square - 41st Floor
Long Island City, New York 11120
Attention: Muriel Reynard, Esq.

To Provider: Ken Schwarz, COO
Intersections, Inc.
14930 Bogle Drive
Chantilly, VA 20151

With a copy to: Sue Houk, SVP, Client Services
Intersections, Inc.
14930 Bogle Drive
Chantilly, VA 20151

or to such other person or address as any such party may designate by notice
duly given to the other party as provided herein. Such notice or communication
shall be deemed to have been given upon the date of receipt.

ARTICLE XXIV. REGULATORY AND CREDIT REPORTING AGENCY REQUIREMENTS

A. With respect to any provision of this Agreement that specifically
requires that Provider modify a Program, the Services or the Marketing Materials
as directed by Citi, or refrain from making such modification without Citi's
consent, Provider is not prohibited from making or refraining from making, as
applicable, the modification to the extent required by law, regulation court
order, or order or pronouncement of a government agency with appropriate
jurisdiction. Provider shall, however, give Citi prior written notice that
Provider is making or refraining from making, as applicable, the modification,
with the reason therefor, and Citi may then terminate this Agreement upon thirty
(30) days prior written notice.

B. If a Credit Reporting Agency demands that Provider comply with a
requirement that it may impose as a condition of Provider's furnishing the
Program or Services, and such requirement conflicts with the provisions of this
Agreement, the parties shall make a reasonable effort to resolve the conflict.

ARTICLE XXV. ENTIRE AGREEMENT; CONFLICTS; AMENDMENT

19
<PAGE>

A. This Agreement, together with the attached Program Exhibit(s), and
Attachments, constitutes the entire Agreement between Citi and Provider with
respect to the subject matters addressed herein and supersedes and replaces all
previous agreements between the parties and their predecessors with respect to
the subject matter hereof.

B. In the event of any conflict between terms set out in the Articles of
this Agreement and an individual Program Exhibit, the provisions of the Program
Exhibit shall be controlling.

C. This Agreement is and shall be binding upon and inure to the benefit
of both parties and their respective legal representatives, successors, and
permitted assigns and may not be changed or modified except in a writing signed
by both parties.

CITIBANK (SOUTH DAKOTA), N.A. INTERSECTIONS, INC.

By: _____________________ By: ________________________

Name: _____________________ Name: ________________________

Title: _____________________ Title: ________________________

CITIBANK USA, N.A. CITICORP CREDIT SERVICES, INC.

By: _____________________ By: ________________________

Name: _____________________ Name: ________________________

Title: _____________________ Title: ________________________

20
<PAGE>

ATTACHMENT A

CITI MARKETING AND BRANDING

REQUIREMENTS

LEGAL REVIEW MANUAL
FOR THIRD-PARTY PROGRAMS

Citicorp Credit Services, Inc.
Fourth Edition -
Revised November 2002

First Edition: February 2000
Second Edition: February 2001
Rev. April 2001
Rev. June 2001
Rev. July 2001
Rev. November 2001
Third Edition: January 2002
Fourth Edition: October 2002

<PAGE>

CITI MARKETING AND BRANDING REQUIREMENTS

LEGAL REVIEW MANUAL FOR THIRD-PARTY PROGRAMS

TABLE OF CONTENTS

<CAPTION>
Page No.
--------

I. Introduction and General Requirements 2

II. Requirements for Printed Marketing Materials 5

A. Branding
B. Statement of Non-Affiliation - For Clubs Only
C. Vendor Identification Disclosures
D. Solicitations
E. Plain Language Box
F. Fulfillment Materials
G. Renewal Notices

Appendix II: Sample Approved Plain Language Boxes

III. Branding Requirements for Use of Citi Branding in Programs by Third-Party Vendors 19
A. General Branding Requirements
B. Direct Mail Pieces
C. Fulfillment Materials
D. Outer Envelopes
E. Provider Business Reply Envelopes ("BRE") and business Reply Cards ("BRC")
F. Statement Remit Envelopes and Billing Statement Outer Envelopes

Appendix III: Branding Specifications for Third-Party Relationships

IV. Telemarketing/Script Requirements 24
A. Vendor Identification
B. Description of Program/Offer
C. Trial and Automatic Billing
D. Automatic Renewal
E. Confirmation
F. Telemarketing Laws
G. Approved Scripts and Q&A

[TEXT IS ILLEGIBLE]

V. Requirements for Disclosures for Oil Card Portfolios 38
A. BP
B. Citgo
C. Shell
D. Texaco/Shell

VI. Requirements for Internet Marketing 42

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

1
<PAGE>

I. INTRODUCTION AND GENERAL REQUIREMENTS

This manual sets out Citi's requirements for materials used by
third-party providers ("Providers" or "Vendors") in communicating with Citi
cardmembers about Providers' programs. The term "Citi cardmember" includes
cardmembers of all Citigroup entities. Adjustments may be necessary for
marketing to cardmembers where the card product is identified by a name other
than Citi (including oil, private label, affinity, co-brand - e.g., AT&T
Universal Card, Associates Card, Verizon, Radio Shack). The term "Program
Materials" is used in this manual to mean all written, oral and electronic
communications with cardmembers, including, printed marketing materials, direct
mail, inserts, bangtails, fulfillment pieces, renewal notices, scripts and
telemarketing communications. Vendors must obtain Citi's approval prior to use
of any program materials. Citi's business managers and legal staff review all
materials proposed for use in third party programs to verify compliance with
these requirements.

PROGRAM MATERIALS MUST PRESENT A FAIR AND ACCURATE DESCRIPTION OF THE
OFFER AND PREVENT CONSUMER CONFUSION. PROGRAM MATERIALS MUST NOT BE DECEPTIVE
UNDER STATE AND FEDERAL STANDARDS. GENERALLY:

- the program should offer value that is fairly described;

- the terms of the program should be accurately, fully, clearly,
and fairly disclosed;

- the communication should clearly identify the Provider and
that Citi is not affiliated with the Provider; and

- the communication not give the impression that Citibank is
offering or providing the program.

Consistent with the above, every program should comply with the
following requirements:

1. The program benefits should be accurately stated and fully
documented by supporting materials provided to Citi by
Provider.

2. The cardmember's obligation(s) should be communicated clearly
and should not be buried.

3. Where special promotional benefits are emphasized, key words
and phrases such as "free," "new," "important benefit,"
"special offer" or "exclusively" should be used accurately.

(a) "Exclusive," as in "exclusive offer for..." or
"exclusively for..." means that the benefit or
program is available only to the group of offer
recipients.

(b) "Special offer" means an offer that provides some
additional benefit (such as lower price, free
shipping, etc.) than is generally available when this
product is offered.

(d) "Free" may be used to describe something for which
the cardmember does not pay; however, if there are
any conditions or strings attached, they must be
disclosed CLEARLY AND CONSPICUOUSLY and ADJACENT to
the word "Free." (For example, it is not acceptable
to have the block-letter exclamation "FREE!" with the
conditions

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

in very small font or buried in a footnote, or to
have a teaser in a window that states FREE AIRLINE
TICKETS when the condition for receiving them is
enrollment and using them requires a hotel stay, or
to promote prominently the three months FREE magazine
subscription without properly disclosing the
automatic billing at the end of the free period.)
Certain states, such as [TEXT IS ILLEGIBLE] be
certain that any use of "Free" complies with state
law and must be able to provide support promptly if
so requested.

(e) "Free Trial" is accurate when the trial period costs
nothing regardless of whether the customer cancels
before the trial ends or becomes automatically
enrolled. Program materials must clearly and
conspicuously disclose the membership fee; the fact
that if the Cardmember does not affirmatively cancel
before the end of the free trial period, the account
will be charged the membership fee; when the free
trial begins and its duration; and the method to
cancel and avoid any charge, including a toll-free
telephone number. Fulfillment materials must state
clearly and conspicuously that the account will be
charged automatically unless the Cardmember cancels
within the trial period. No Program Materials shall
state or represent that the Cardmember is not making
a purchasing decision by accepting the free trial
offer.

(f) "Risk-Free" may NOT be used to describe a trial
period, whether free or not, if the trial period
leads to automatic enrollment unless the customer
cancels.

4. The Cardmember must not be charged for any portion of a trial
period described as "free" or "without cost" or
"complimentary." Cardmember must not be charged until AFTER
the free trial has ended and the cardmember has not cancelled.

5. There should be no confusion regarding the party making the
program offer. The communication should not be "on behalf of
Citibank," identify the program or product using the word
"Cardmember" or the like, or otherwise suggest that Citibank
is the provider, seller, or source of the program.

6. Materials should not suggest that specific cardmembers are
"eligible" or that they have been "selected" or "chosen" based
on personal attributes or credit card account data.

7. Materials should not state that the Provider "thanks the
customer for being a Citibank cardmember" or that the
Provider makes the offer to the customer "in appreciation for
being a valued Citibank cardmember." The relationship should
be described accurately - for example, that "Citibank arranged
for cardmembers to receive this offer from..."

(This is not to say that a specific word such as "valued" is
forbidden. The goal is to avoid phrases that blur the
distinction between the vendor and Citi, and to avoid the
implication that Citi's relationship with the customer is
appreciated by the vendor.)

8. Materials should not state that Citi is endorsing the program
or product or that the customer can trust the offer because
Citi is involved.

9. Providers must make courtesy literature ("send lit") available
for each program and must send them to cardmembers who request
such materials, whether or not the cardmember enrolls.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

10. All descriptions of clubs and products must be substantiated
by the Vendor to Citibank's satisfaction as materially
accurate and complete.

11. Citi adheres to a fair lending policy, which means doing
business in a manner that does not discriminate or treat
consumers differently on any prohibited basis. Prohibited
bases include race, color, religion, national origin, sex
marital status, age, receipt of public assistance, good-faith
exercise of rights under the Consumer Credit Protection Act,
familial status and handicap. Citi is committed to the fair
and unbiased treatment of customers and requires that all
personnel - whether employed by a Citi entity, a Provider or
an outside telemarketer engaged by either- who have direct
contact with cardmembers must treat each cardmember in the
same equitable and respectful manner in all dealings.

IMPORTANT: PROVIDERS MUST REVIEW AND EDIT, AND OBTAIN THEIR OWN LEGAL APPROVAL
FOR, PROPOSED MATERIALS BEFORE THEY ARE SUBMITTED FOR REVIEW BY CITI BUSINESS
MANAGERS AND LEGAL STAFF, TO ENSURE FULL COMPLIANCE WITH ALL THE REQUIREMENTS
SET OUT IN THIS MANUAL AND FACILITATE INITIATION OF PROGRAM OPERATIONS. CITI
PROGRAM MANAGERS WILL NOT SUBMIT FOR LEGAL REVIEW ANY MATERIALS THAT DO NOT
COMPLY WITH THIS MANUAL. ONCE APPROVED BY CITI'S LEGAL REVIEW PROCESS, THE
MATERIALS MAY BE USED FOR SIX MONTHS, PROVIDED THEY CONTINUE TO BE ACCURATE.
MATERIALS MUST BE RESUBMITTED FOR CITI LEGAL APPROVAL IF (a) THERE ARE ANY
CHANGES, (b) CITI'S LEGAL REVIEWER REQUESTS A REVIEW, OR (c) THEY WILL BE USED
FOR LONGER THAN SIX MONTHS.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

II. REQUIREMENTS FOR PRINTED MARKETING MATERIALS

In addition to conforming to the general requirements above, print
materials (including solicitations, whether direct mail, insert, bangtail or
electronic message; courtesy materials; fulfillment materials; renewal notices;
Plain Language Box "PLB") must comply with all applicable consumer protection
laws and regulations and must adhere to the following:

A. BRANDING

Materials must comply with Branding Requirements set forth in
Section III of this Manual and conform to the Branding
Specifications ("Branding Specs") for Third-Party
Relationships (from the Citigroup Brand Book) referenced in
Appendix III.A.

B. STATEMENT OF NON-AFFILIATION - FOR CLUBS ONLY

Where the materials mention Citibank in any fashion, they must
conspicuously disclose the identity of the Vendor and that
Citibank is not affiliated with the Vendor. On a program
solicitation, these required disclosures must appear in the
first textual page of the solicitation in close proximity to
the first textual reference to the Vendor.

C. VENDOR IDENTIFICATION DISCLOSURES

Materials must (1) identify the Vendor as provider of the
program; (2) state the Vendor's city and state; (3) unless
provided in the text, as described above, include a statement
that Citi is not affiliated with the Vendor, except for a
merchandise program or where the program is provided by a Citi
company, such as United States Auto Club, Motoring Division,
Inc. ("USAC/MD"); and (4) include a statement that the Vendor
is completely responsible for all goods and services, using
one of the following required disclosures, as appropriate, in
at least 8 point type:

1. FOR CLUBS, EXCEPT DRIVE AMERICA (USAC/MD),
WATCH-GUARD AND ANY OTHER CITI PROGRAMS:

[Provider Name, City, State] and its providers, as
applicable, assume all responsibility and liability
for [Name of Program, or description such as "this
magazine offer"]. Citibank (South Dakota), N.A. the
issuer of your credit card, is not affiliated with
[Provider Name].

2. FOR CLUBS PROVIDED BY A CITI AFFILIATE, SUCH AS DRIVE
AMERICA (USAC/MD) AND WATCH-GUARD:

[Provider Name, City, State] and its providers, as
applicable, assume all responsibility and liability
for [Name, of Program, or description such as "this
auto club program."]

3. FOR MERCHANDISE:

[Provider Name, City, State] and its providers, as
applicable, assume all responsibility and liability
for [Name of Program or description such as "this
magazine offer"]. Citibank (South Dakota) N.A., the
issuer of your credit card, is a member of Citigroup.
By responding to this offer, you will be disclosing
all the information

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

requested above, including your credit card account
number, to a company outside the Citigroup family of
companies.

4. For INSURANCE:

IF THERE IS AN UNDERWRITER BUT NO SEPARATE PROVIDER:
[Insurance Program Name] is underwritten by
[Underwriter Name, City, State], which assumes all
responsibility and liability for the program and the
insurance benefits provided thereunder.

IF THERE IS A PROVIDER AND UNDERWRITER: [Insurance
Program Name] is marketed by [Provider Name], which
assumes all responsibility and liability for the
marketing of the program. [Insurance Program Name] is
underwritten by [Underwriter name, City, State],
which assumes all responsibility and liability for
the insurance benefits.

IF THERE IS AN ADMINISTRATOR SEPARATE AND APART FROM
THE UNDERWRITER, ADD: The [Insurance Program Name] is
administered by [Program Administrator Name].

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

D. SOLICITATIONS

1. Representations in solicitations regarding program benefits
and promotional items must be fully consistent with
Fulfillment Kit descriptions and written Terms and Conditions.
Claims and statements must be accurate, true and not
misleading. VENDOR MUST HAVE AVAILABLE FOR IMMEDIATE
PRESENTATION, UPON REQUEST BY CITI, SATISFACTORY EVIDENCE THAT
SUPPORTS EACH CLAIM/STATEMENT. All descriptions must be
substantiated to Citi's satisfaction by the Vendor being as
materially accurate and complete. Materials will be reviewed
by Citi for accuracy and completeness and to ensure that the
marketing is not misleading.

2. The enrollment coupon in a solicitation should contain the
following information in a font size of at least 8 points,
immediately above the signature line:

- Price

- Length and terms of trial, if any

- Billing and renewal terms for programs with a term of
6 months or more

- Satisfaction guarantee, right to cancel and refund
policy

Sample:

I can enjoy [Program Name] for [trial period] when I enroll.
If I decide not to continue my membership beyond the [trial
period] trial, I will cancel before the end of the trial and I
will not be billed. Otherwise, [Program Name] will notify
Citibank and Citibank will bill my credit card the [$ fee]
annual membership fee. And to ensure uninterrupted service, my
membership will be automatically renewed and my account billed
at the then-current annual fee, without my having to do
anything further, for as long as I wish to remain a member.
[Program Name] will send me a notice prior to renewal billing.
I can cancel during the first six months of my paid membership
for a full refund of my first year's membership fee.

PLEASE SIGN HERE:

_______________________________
Please sign here to enroll in [Program Name]

3. If a checkoff box is used for enrollment, the customer must be
required to initial, not just check.

4. The sales portion of the solicitation should also state the
following:

- Price, set forth clearly and conspicuously on front
page

- billing and renewal terms

- terms of trial, if any (see specific requirements in
Section I)

- satisfaction guarantee, right to cancel and refund
policy, and

- all required disclosures (including, for insurance
pieces, required Disclosures to Consumer on the Sale
of Insurance, set forth in Section II.E.3. below).

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

5. Solicitations should not imply or state that the cardmember's
acceptance of the offer is for a (free) trial. It must be
clear that the cardmember is ENROLLING in a club or insurance
program with a trial period.

E. PLAIN LANGUAGE BOX

Except as otherwise approved, all program materials (except inserts,
bangtails, and post cards), including direct mail solicitations,
fulfillment kits, renewal notices and courtesy literature (sent lits),
must include a complete, approved Plain Language Box ("PLB"). You will
need two versions: One for solicitation materials and one for renewal
materials.

Each PLB shall be printed as follows:

- the title lines must be in Interstate Bold font, 10 point

- the body copy must be in either Interstate or Garamound font,
8 point, set on ten point line spacing; and

- the PLB overall must be consistent with the layout, spacing
and content categories of the applicable sample approved PLBs
in Appendix II.

- acceptable titles for the Citi (top) portion are: The Plain
Language Box brought to you by [choose one, as applicable] -

Citi
Your AT&T Universal Card
Your [Other Company such as Shell, Verizon] credit card
Your Associates credit card

- the Citi portion and the Provider portion should be divided by
a thick dark line (3-point or more).

See samples in the Appendix to this section.

F. FULFILLMENT MATERIALS

1. Claims and statements must be accurate, true and not
misleading. VENDOR MUST HAVE AVAILABLE FOR IMMEDIATE
PRESENTATION, UPON REQUEST BY CITI, SATISFACTORY EVIDENCE THAT
SUPPORTS EACH CLAIM/STATEMENT. Materials will be reviewed by
Citi for accuracy and completeness and to ensure that the
marketing is not misleading.

2. The following are required elements for cover letters used in
welcome kits (the PLB is in addition to, not in place of,
these cover letter elements):

- The [annual fee] will be [amount]

- The trial period

- The time period for cancellation to avoid billing

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

- How to cancel, with toll-free number

- Automatic billing and renewal

3. Fulfillment materials sent in response to any telemarketed solicitation for
the sale of insurance, must contain in a clear and conspicuous manner the
following disclosures (Disclosures to Consumer on Sale of Insurance) and a
request to return a written acknowledgement of receipt of these disclosures
(see Section IV. E. 3 for process):

~ This insurance product is not a deposit or other obligation of, or
guaranteed by, [ISSUER] or an affiliate [if applicable] of [ISSUER].

~ This insurance product is not insured by the FDIC or any agency of the
United States, by [ISSUER], or by an affiliate [if applicable] of [ISSUER].

G. RENEWAL NOTICES

FOR MEMBERSHIP CLUBS (NOT APPLICABLE TO INSURANCE) THAT ARE BILLED AT
ONE TIME FOR A TERM OF SIX MONTHS OR MORE WITH AN AUTOMATIC RENEWAL,
VENDORS ARE REQUIRED TO SEND A RENEWAL NOTICE BETWEEN 30 AND 60 DAYS
PRIOR TO RENEWAL BILLING.

The Renewal Notice may be either a separate notice or letter included
with a mailing of other items, or on the cover of any catalog, or on
the front of the top page of any multi-page set of renewal materials.

There is no standard format for renewal notifications, however the
notice must include the following required elements, presented as set
forth below in a clear and conspicuous manner:

(1) If an envelope is used, the outside of the envelope containing
those materials shall bear only the Cardmember's name and address,
appropriate return address, appropriate information concerning the
sender such as logo and club name, postage, and the following or
substantially similar text in 14 point, upper case, bold font on the
front side: "IMPORTANT INFORMATION CONCERNING UPCOMING CHARGE FOR
MEMBERSHIP RENEWAL."

(2) If such notice is delivered electronically, the following or a
substantially similar text shall appear in the subject line: "UPCOMING
[TEXT IS ILLEGIBLE] RENEWAL."

(3) The renewal notice shall contain:

(a) The following or substantially similar text in at least 12
point, upper case, bold font in the subject line or as the initial text
in a paragraph containing only the text in (3)(b) below: "UPCOMING
CHARGE FOR MEMBERSHIP RENEWAL" and

(b) The following or substantially similar text in at least
12-point font in the text section:

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

YOU ARE A MEMBER OF (CLUB NAME]. YOUR CURRENT MEMBERSHIP TERM IS DUE TO
EXPIRE, AND WILL BE AUTOMATICALLY RENEWED ON [DATE]. YOU HAVE THE
FOLLOWING CHOICES:

- RENEW YOUR MEMBERSHIP. DO NOTHING AND YOUR MEMBERSHIP WILL BE
RENEWED AUTOMATICALLY AND $_______[RENEWAL MEMBERSHIP AMOUNT] WILL BE
BILLED TO THE CREDIT CORD YOU DESIGNATED FUR THE BILLING OF YOUR
INITIAL MEMBERSHIP CHARGE.

- CANCEL YOUR MEMBERSHIP. TO CANCEL YOUR MEMBERSHIP AND AVOID A
[$ AMOUNT] CHARGE TO YOUR ACCOUNT FOR RENEWAL MEMBERSHIP, YOU MUST CALL
[VENDOR OR SPONSORING ENTITY] AT [TOLL-FREE NUMBER] BEFORE THE RENEWAL
DATE.

The Vendor may use a font smaller than 12 point for the above text if such
smaller font is at least two points larger than the other text in the letter and
is no smaller than 10 points.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

10
<PAGE>

APPENDIX II

A. SAMPLE CITI BRANDED - MEMBERSHIP CLUB - MONTHLY FEE

[TEXT IS ILLEGIBLE] PLAIN LANGUAGE BOX BROUGHT TO YOU BY CITI(R)

We work hard to bring valuable offers and services to our customers and to
ensure they are simple to understand and use. That's why we ask our service
providers to include this Plain Language Box for special offers to Citi
Cardmembers. As part of our commitment to quality, customer satisfaction and
business integrity, this Plain Language Box will help you to make an informed
decision. Under certain circumstances and upon notice, this program may be
discontinued or changed.

Citi is committed to keeping you informed about marketing and promotional offers
from reputable companies: however. [TEXT IS ILLEGIBLE] to receive these special
offers by phone or mail, simply call Customer Service at 1-800-xxx-xxxx

<PROGRAM PROVIDER> TELLS YOU ABOUT <PROGRAM NAME> IN PLAIN LANGUAGE

<Program Provider> is a travel membership program designed for people seeking
value for their travel and vacation dollar. Offering 5% rebate on all travel
reservations made through <Program Name> backed by a 110% low price guarantee
(find travel arrangements advertised for less and get the difference plus 10%)
on travel booked through <program name>, <program name> delivers a combination
[TEXT IS ILLEGIBLE] cruise, and car rental reservations. For further
information, please contact <program name> at <toll free number>.

SOME IMPORTANT Travel Discounts are for Members only and are not
LIMITATIONS transferable. Member's enrollment in <Program Name>
must be current at the time of requested Discounts.

For Hotel Discounts: rooms must be reserved through
XYZ Travel Services; Discounts are subject to
availability of rooms and are based on standard
published rates; blackout dates at participating
hotels may apply; Hotel Discounts may not be used in
conjunction with other Discounts or promotions.

All Cruise prices are per person, double occupancy,
and do not include administrative fees and taxes.

5% Rebate available only on travel booked by Members
and their immediate families and credited to the
credit card used to purchase your TripSaver
membership.

Rebates are not available on business travel. Please
see the membership Terms and Conditions for complete
details.

FREE TRIAL <Program Name> provides you a 30-day free trial
during which you are entitled to all the privileges
and benefits. Your trial begins when you receive your
membership kit.

PRICE AND Following the 30-day free trial, the monthly
AUTOMATIC membership fee of $XX.XX will be automatically billed
BILLING to your credit card account unless you call to cancel
during the trial period.

HOW TO CANCEL To avoid a charge to your credit card, you must
AND AVOID cancel your membership before the end of the trial
CHARGE period by calling <Program Name> at <toll free
number>.

SATISFACTION You may cancel at any time and receive a full refund
GUARANTEE of your current month's paid membership fee by
calling <toll free number>.

SERVICE PROVIDER <Program Name> is provided by <Program Provider>,
<City, State>, which is not affiliated with Citibank.
<Program Provider> and its providers, as applicable,
assume all responsibility and liability with respect
to the program and its benefits.

For further information, contact <Program Name> at
<toll free number>.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

APPENDIX II

[TEXT IS ILLEGIBLE]

[TEXT IS ILLEGIBLE] PLAIN LANGUAGE BOX BROUGHT TO YOU BY YOUR ASSOCIATES (OR
OTHER CARD TYPE) CREDIT CARD

We work hard to bring valuable offers and services to our customers and to
ensure they are simple to understand and use. That's why we ask our service
providers to include this Plain Language Box for special offers to <Associates
(or other Card Type) - optional> Cardmembers. As part of our commitment to
quality, customer satisfaction and business integrity, this Plain Language Box
will help you to make an informed decision. Under certain circumstances and upon
notice, this program may be discontinued or changed.

We are committed to keeping you informed about marketing and promotional offers
from reputable companies: however, if you prefer not to receive these special
offers by phone or mail, simply call Associates (or other Card Type) Customer
Service at <toll free number>

<PROGRAM PROVIDER> TELLS YOU ABOUT <PROGRAM NAME> IN PLAIN LANGUAGE

<Program Name> is a travel membership program designed for people seeking value
for their travel and vacation dollar. Offering 5% rebate on all travel
reservations made through <Program Name>, backed by a 110% low price guarantee
(find travel arrangements advertised for less and get the difference plus 10%)
on travel booked through <Program Name>, <Program Name> delivers a combination
of special offers and cash-back rebates on hotel, air, cruise, and car rental
reservations. For further information, please contact <Program [TEXT IS
ILLEGIBLE]

SOME IMPORTANT Travel Discounts are for Members only and are not
LIMITATIONS transferable. Member's enrollment in <Program Name>
must be current at the time of requested Discounts.

For Hotel Discounts: rooms must be reserved through
XYZ Travel Services; Discounts are subject to
availability of rooms and are based on standard
published rates: blackout dates at participating
hotels may apply; Hotel Discounts may not be used in
conjunction with other [TEXT IS ILLEGIBLE]

All Cruise prices are per person, double occupancy,
and do not include administrative fees and taxes.

5% Rebate available only on travel booked by Members
and their immediate families and credited to the
credit card used to purchase your TripSaver
membership.

Rebates are not available on business travel. Please
see the membership Terms and Conditions for complete
details.

FREE TRIAL <Program Name> provides you a 30-day free trial
during which you are entitled to all the privileges
and benefits. Your trial begins when you receive your
membership kit.

HOW TO CANCEL To avoid a charge to your credit card, you must
AND AVOID cancel your membership before the end of the trial
CHARGE period by calling <Program Name> at <toll free
number>.

SATISFACTION You may cancel at any time and receive a full refund
GUARANTEE of your current month's paid membership fee by
calling <toll free number>.

SERVICE PROVIDER <Program Name> is provided by <Program Provider>,
<City, State>, which is not affiliated with Citibank,
the issuer of your credit card. <Program Provider>
and its providers, as applicable, assume all
responsibility and liability with respect to the
program and its benefits.

For further information, contact <Program Name> at
<toll free number>.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

APPENDIX II

C. SAMPLE CITI BRANDED - MEMBERSHIP CLUB - NEW - ANNUAL FEE

[TEXT IS ILLEGIBLE] PLAIN LANGUAGE BOX BROUGHT TO YOU BY CITI(R)

Citi is committed to keeping you informed about marketing and promotional offers
from reputable companies: however, if you prefer not to receive these special
offers by phone or mail, simply call Customer Service at 1-800-xxx-xxxx

<PROGRAM PROVIDER> TELLS YOU ABOUT <PROGRAM NAME> IN PLAIN LANGUAGE.

<Program Provider> is a travel membership program designed for people seeking
value for their travel and vacation dollar. Offering 5% rebate on all travel
reservations made through <Program Name> backed by a 110% low price guarantee
(find travel arrangements advertised for less and get the difference plus 10%)
on travel booked through <program name>, <program name> delivers a combination
of special offers and cash-back rebates on hotel, air, cruse, and car rental
reservations. For further information, please contact <program [TEXT IS
ILLEGIBLE]

SOME Travel Discounts are for Members only and are not
IMPORTANT transferable. Member's enrollment in <Program Name>
LIMITATIONS must be current at the time of requested Discounts.

[TEXT IS ILLEGIBLE] not include administrative fees
and taxes.

5% Rebate available only on travel booked by Members
and their immediate families and credited to the
credit card used to purchase your TripSaver
membership.

Rebates are not available on business travel. Please
see the membership Terms and Conditions for complete
details.

TRIAL <Program Name> provides you 30 days during which you
are entitled to all the privileges and benefits. Your
trial begins when you receive your membership kit.

PRICE AND Following the 30-day trial, the annual membership fee
AUTOMATIC of $XX.XX, which includes the initial 30-day trial,
BILLING will be automatically billed to your credit card
account unless you call to cancel during the 30-day
trial period.

HOW TO CANCEL To avoid a charge to your credit card, you must
AND AVOID cancel your membership before the end of the trial
CHARGE period by calling <Program Name> at <toll free
number>..

AUTOMATIC To ensure uninterrupted service, the membership fee
RENEWAL for renewal will be charged automatically to your
credit card at the beginning of the renewal period at
the then-current membership fee. You will receive
written notice prior to renewal billing. To avoid a
charge for the renewal fee, you must cancel your
membership upon receiving the renewal notice by
calling <Program Name> at <toll free number>.

SATISFACTION You may cancel at any time during the first 6 months
GUARANTEE after your trial period and receive a full refund of
your first year's membership fee by calling <toll
free number>.

For further information, contact <Program Name> at
<toll free number>.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

[TEXT IS ILLEGIBLE]
<PAGE>

APPENDIX II

[TEXT IS ILLEGIBLE] SAMPLE OTHER BRAND - MEMBERSHIP CLUB - NEW - ANNUAL FEE

[TEXT IS ILLEGIBLE] PLAIN LANGUAGE BOX BROUGHT TO YOU BY YOUR ASSOCIATES - (OR
OTHER CARD TYPE) CREDIT CARD

We work hard to bring valuable offers and services to our customers and to
ensure they are simple to understand and use. That's why we ask our service
providers to include this Plain Language Box for special offers to <Associates
(or other Card Type) - optional> Cardmembers. As part of our commitment to
quality, customer satisfaction and business integrity, this Plain Language Box
will help you to make an informed decision. Under certain circumstances and upon
notice, this program may be discontinued or changed.

We are committed to keeping you informed about marketing and promotional offers
from reputable companies; however, if you prefer not to receive these special
offers by phone or mail, simply call Associates (or other Card Type) Customer
Service at <toll free number>

<PROGRAM PROVIDER> TELLS YOU ABOUT <PROGRAM NAME> IN PLAIN LANGUAGE

<Program Name> is a travel membership program designed for people seeking value
for their travel and vacation dollar. Offering 5% [TEXT IS ILLEGIBLE] backed by
a 110% low price guarantee (find travel arrangements advertised for less and get
the difference plus 10%) on travel booked through <Program Name>, <Program Name>
delivers a combination of special offers and cash-back rebates on hotel, air,
cruise, and car rental reservations. For further information, please contact
<Program Name> at <toll free number>.

[TEXT IS ILLEGIBLE] Travel Discounts are for Members only and are not
LIMITATIONS transferable. Member's enrollment in
<Program Name> must be current at the time of
requested Discounts.

For Hotel Discounts: rooms must be reserved through
XYZ Travel Services; Discounts are subject to
availability of [TEXT IS ILLEGIBLE] on standard
published rates; blackout dates at participating
hotels may apply; Hotel Discounts [TEXT IS ILLEGIBLE]
in conjunction with other Discounts or promotions.

All Cruise prices are per person, double occupancy,
and do not include administrative fees and taxes.

5% Rebate available only on travel booked by Members
and their [TEXT IS ILLEGIBLE] and credited to the
credit card used to purchase your TripSaver
membership.

Rebates are not available on business travel. Please
see the membership Terms and Conditions for complete
details.

TRIAL <Program Name> provides you 30 days during which you
are entitled to all the privileges and benefits. Your
trial begins when you receive your membership kit.

HOW TO CANCEL To avoid a charge to your credit card, you must
AND AVOID cancel your membership before the end of the trial
CHARGE period by calling <Program Name> at <toll free
number>.

SATISFACTION You may cancel at any time during the first 6 months
GUARANTEE after your trial period and receive a full refund of
your first year's membership fee by calling
<toll free number>.

For further information, contact <Program Name> at
<toll free number>.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

15
<PAGE>

APPENDIX II

F. SAMPLE OTHER CARD - MEMBERSHIP CLUB - RENEWAL - ANNUAL FEE

[TEXT IS ILLEGIBLE] PLAIN LANGUAGE BOX BROUGHT TO YOU BY YOUR ASSOCIATES (OR
OTHER CARD TYPE) CREDIT CARD

We work hard to bring valuable offers and services to our customers and to
ensure they are simple to understand and use. That's why we ask our service
providers to include this Plain Language Box for special offers to <Associates
(or other Card Type) - optional> cardmembers. As part of our commitment to
quality, customer satisfaction and business integrity, this Plain Language Box
will help you to make an informed decision. Under certain circumstances and upon
notice, this program may be discontinued or changed.

We are committed to keeping you informed about marketing and promotional offers
from [TEXT IS ILLEGIBLE] not to receive these special offers by phone or mail,
simply call Associates (or other Card Type) credit card Customer Service at
<toll free number>.

<PROGRAM PROVIDER> TELLS YOU ABOUT <PROGRAM NAME>(SM) IN PLAIN LANGUAGE

<Program Name> is a travel membership program designed for people seeking value
for their travel and vacation dollar. Offering 5% rebate on all travel
reservations made through <Program Name>, backed by a 110% low price guarantee
(find travel arrangements [TEXT IS ILLEGIBLE] plus 10% on travel booked through
<Program Name>, <Program Name> delivers a [TEXT IS ILLEGIBLE] special offers and
cash-back rebates on hotel, air, cruise, and car rental reservations. For
further information, please contact <Program Name> at <toll free number>.

SOME Travel Discounts are for Members only and are not
IMPORTANT transferable. Member's enrollment in <Program Name>
LIMITATIONS must be current at the time of requested Discounts.

All Cruise prices are per person, double occupancy,
and do not include administrative fees and taxes.

5% Rebate available only on travel booked by Members
and their immediate families and credited to the
credit card used to purchase your <Program Name>
membership.

Rebates are not available on business travel. Please
see the membership Terms and Conditions for complete
details.

RENEWAL NOTICE Your membership is about to be renewed.

PRICE The annual membership fee of $XX.XX will be
AUTOMATIC automatically billed to your credit card unless you
BILLING cancel.

HOW TO CANCEL You must cancel your renewal years' membership upon
AND AVOID receipt of renewal notice to avoid a charge or at the
CHARGE time of billing to get a refund.

SERVICE <Program Name> is provided by <Program Provider>,
PROVIDER <City, State>, which is not affiliated with Citibank,
the issuer of your credit card. <Program Provider>
and its providers, as applicable, assume all
responsibility and liability with respect to the
program and its benefits.

For further information, contact <Program Name> at
<toll free number>.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

APPENDIX II

[TEXT IS ILLEGIBLE] SAMPLE CITI BRANDED - INSURANCE - MONTHLY FEE

[TEXT IS ILLEGIBLE] PLAIN LANGUAGE BOX BROUGHT TO YOU BY CITI [TEXT IS
ILLEGIBLE]

Citi is committed to keeping you informed about marketing and promotional
offers from reputable companies; however, it you prefer not
to receive these special offers by phone or mail, simply call
Customer Service at 1-800-xxx-xxxx

<UNDERWRITER> TELLS YOU ABOUT <Program NAME> IN PLAIN LANGUAGE

<Program Name> is term life insurance.

- If you are 18 to 55 years old. you can apply for $25,000 up to a
maximum of $100,000.

- If you are 65 to 64 years old. you can apply for $10,000 up to a
maximum of $50,000.

- No medical exam is needed to obtain your <program name> coverage.
Acceptance is usually based on your answers to the health questions
listed on the brief application form.

- The benefit amount you choose will stay the same as long as your
premiums are paid each month.

- Your premium will stay the same for the first five years. For each
five-year period after that, you'll receive a new premium rate based on
your age at the time until your coverage ends at age 80. See the
enclosed rate chart for details.

For further information, please contact <Underwriter>at <toll free number>.

AN IMPORTANT The policy pays 100% starting the first day it is in
LIMITATION force for death from any cause except suicide within
two years form the policy date.
(OR SOME
IMPORTANT
LIMITATIONS)

PREMIUM RATES Your premium amount will be based on factors such as
AND AUTOMATIC your age, gender, smoking status, answers to health
BILLING questions on the application and benefit amount
approved. For your convenience, your premiums will be
billed to your credit card account each month unless
you elect to use another available method to pay. See
the enclosed rate chart for details.

RIGHT TO CANCEL If you are accepted for coverage, <Underwriter> will
issue your policy and mail it to you for your
approval. You'll have a full xx days to review your
policy. If for some reason you decide the coverage is
not for you, call <toll free number> to cancel during
this review period and <Underwriter> will refund any
premium billed to you. After the review period, you
may cancel your coverage at any time after which you
will no longer be billed.

SERVICE PROVIDER <Program Name> is underwritten by <Underwriter>,
<City, State>. <Underwriter> assumes all
responsibility and liability for the insurance
program and its benefits.

For further information, contact <Program Name> at
<toll free number>.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

APPENDIX II

H. SAMPLE OTHER BRANDED - INSURANCE - MONTHLY FEE

[TEXT IS ILLEGIBLE] PLAIN LANGUAGE BOX BROUGHT TO YOUR ASSOCIATES (OR OTHER CARD
TYPE) CREDIT CARD

We work hard to bring valuable offers and services to our customers and to
ensure they are simple to understand and use. That's why we ask our service
providers to include this Plain Language Box for special offers to <Associates
(or other card type) - optional> Cardmembers. As part of our commitment to
quality, customer satisfaction and business integrity, this Plain Language Box
will help you to make an informed decision. Under certain circumstances and
upon notice, this program may be discontinued or changed.

<UNDERWRITER> TELLS YOU ABOUT <PROGRAM NAME> IN PLAIN LANGUAGE

<Program Name> [TEXT IS ILLEGIBLE] life insurance.

- If you are 18 to 55 years old. you can apply for $25,000 up to a
maximum of $100,000.

- If you are 65 to 64 years old. you can apply for $10,000 up to a
maximum of $50,000.

- No medical exam is needed to obtain your <program name> coverage.
Acceptance is usually based on your answers to the health questions
listed on the brief application form.

- The benefit amount you choose will stay the same as long as your
premiums are paid each month.

For further information, please contact <Underwriter> at <toll free number>.

AN IMPORTANT The policy pays 100% starting the first day it is in
LIMITATION force for death from any cause except suicide within
two years form the policy date.
OR SOME
IMPORTANT
LIMITATIONS)

RIGHT TO CANCEL If you are accepted for coverage, <Underwriter> will
issue your policy and mail to you for your approval.
You'll have a full xx days to review your policy. If
for some reason you decide the coverage is not for
you, call <toll free number> to cancel during this
review period and <Underwriter> will refund any
premium billed to you. After the review period, you
may cancel your coverage at any time after which you
will no longer be billed.

SERVICE PROVIDER <Program Name> is underwritten by <Underwriter>,
<City, State>. <Underwriter> assumes all
responsibility and liability for the insurance
program and its benefits.

For further information, contact <Program Name> at
<toll free number>.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

18
<PAGE>

III. BRANDING REQUIREMENTS FOR USE OF CITI CARDS BRANDING IN PROGRAMS BY
THIRD-PARTY VENDORS

The following are minimum requirements for marketing materials of
third-party programs in which Citi Cards branding, including branding of
Citibank-branded cards, AT&T Universal Card, oil, Affinity, agent bank and
private label cards. References in this Manual to the Citi logo or Citi Cards
branding mean the approved logo for each card. The objectives are to protect
against impermissible or inappropriate use of Citi Cards branding and to clarify
the roles of Citi Branding and Vendor branding. These requirements do not
preclude additional or more prominent use of the Vendor's brand or the program
name on program materials.

Branding policies are subject to change. The current approved Branding
Specifications for Third-Party Relationships ("Branding Specs"), a section of
the Citigroup Brand Book, are referenced in Appendix III. A. Citi requires
strict adherence to these Branding Specs.
------ ---------

A. GENERAL BRANDING REQUIREMENTS (SPECIFIC REQUIREMENTS AND
EXCEPTIONS FOLLOW THIS SECTION):

1. [TEXT IS ILLEGIBLE] of confusion regarding the source
of the materials or the entity making and fulfilling
the offer.

2. The Vendor's name and/or logo, and the program name
and/or logo, may be used as prominently and
frequently as desired. In the case of a program name
containing "Citibank" or "Citi," the Vendor's name
should appear immediately beneath the program name
(e.g., "Provided By Vendor Company").

3. Citi Cards branding must always consist of the
appropriate logo accompanied by a subscript that
[TEXT IS ILLEGIBLE] is for Cardmembers. For example,
a Citibank-branded card would use the Citi logo
accompanied by "For Citi Cardmembers" IMMEDIATELY
below. For Citibank branded cards, the logo to be
used is the "Citi with Arc Design." For the AT&T
Universal Card, the approved AT&T Universal
third-party logo is to be used, accompanied by "An
Offer For Cardmembers."

4. Citi Cards branding may be used ONLY where the
Vendor's or program branding is used with greater (or
in certain unusual cases, at least equal) prominence.
For outer envelopes, the Citi Cards branding as
described above may appear on the lower portion of
the front of the envelope, with the vendor's branding
and return address on the back flap or in the return
address block.

5. In each instance where Citi Cards branding is used
along with a Vendor's or program [Text is illegible]
program branding must appear first (above or in
front).

6. Citi Cards branding may not be used at the top of
envelopes or correspondence, or in such a manner (for
example, side-by-side with the Vendor/Program
branding) as would imply that a program is
co-branded. Instead, the Vendor or program brand
should be placed at the top, with Citi Cards branding
placed lower on the piece.

B. DIRECT MAIL PIECES (INCLUDING SOLOS, SNAP-PACKS, INSERTS,
BANGTAILS, LIFT NOTES AND LITERATURE-SENDS):

1. ALL PRINTED MATERIALS EXCEPT LIFT NOTES:

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

(a) The Vendor's logo and or identifying information must
appear first on any page that contains Citi Cards
branding

(b) The Citi or card-type logo may be used in strict
conformity with the Branding Specs, as follows:

(i) in no event is the Citi Cards branding to be
used as the only branding

(ii) the Citi or card-type logo may not be placed
at the top of the material

(iii) in no event may the Citi or card-type logo
be larger than the logo of the
Vendor/Program. The recommended ratio is for
the Citi or card-type logo to be no more
than 2/3 the size of the Vendor/Program
logo.

(iv) The Citi or card-type logo must be
accompanied by the approved language that
clarifies the card issuer's role,: "For Citi
Cardmembers," sized as follows:

- the maximum size of the "Citi with
arc design" logo on 8 1/2 by 11
inch paper should be 3/4" wide

- for smaller pieces, the logo size
should be reduced proportionately.

2. INSERTS AND BANGTAILS:

Because these are mailed with or attached to Citi
Cards materials, extra care must be taken to avoid
confusion about the source of the offer.

Regardless of whether the insert or bangtail displays
Citi Cards branding, the Vendor must be clearly and
prominently identified. In some situations, the
Vendor has no brand or logo that would provide an
identification that would differentiate the Vendor
from the card issuer. In such cases, the Vendor
should be identified prominently on the FRONT of the
insert or bangtail as follows: An offer for
Cardmembers from [Vendor Name]. The Vendor disclosure
(see II.C.3) in at least 8 point font, must appear on
the back or front.

If there is a recognizable product name or logo
(e.g., Lenox, Eureka) it may also be used.

3. LIFT NOTES (WHICH ARE COVER LETTERS OR LETTERS OF
INTRODUCTION):

Lift Notes may be from an officer of the Citi Cards
issuer and may be Citi Cards-branded. They may be
included to accompany the Vendor's own marketing
materials, to introduce the product and/or the
contents of the mailing but NOT to sell the product.
Lift note language should be limited to
communications such as "bring to your attention,"
"introduce you to," "we have arranged to have Vendor
offer Cardmembers" and the like. The bank officer
should not describe attributes or benefits of the
particular product or service being offered.
Standards specifically for Citi Cards branding of
lift notes are in the Branding Specs under the
heading "Letterhead with Citi/Citibank logo."

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

C. FULFILLMENT MATERIALS:

1. Citi Cards branding is not encouraged, but may be
used, on fulfillment materials, if used SPARINGLY and
in accordance with the requirements for Direct Mail
pieces set forth in III.B above. Citi Cards branding
should not be used in such a way as to [TEXT IS
ILLEGIBLE] confusion. For example. Citi Cards
branding should not be placed on every page,
displayed prominently, or placed at the top of the
materials.

2. Citi branding should not be used on components of
fulfillment materials such as insurance certificates
or policies.

D. OUTER ENVELOPES:

1. A primary goal is to ensure that the recipient does
not perceive that the mailing concerns the account,
which could conceivably occur if the Citi Cards logo,
modified only by "For Citi Cardmembers," is placed on
the front of the envelope, without a Vendor or
program logo on the envelope.

2. The return address should be the Vendor's, and it
should be accompanied by the Vendor's corporate name
or the program name. In the case of a program name
containing "Citi," the Vendor's name should appear
immediately beneath the program name.

3. The Citi Cards logo may be used, in strict compliance
with the Branding Specs, on the bottom portion of the
envelope ONLY, provided that:

- the Vendor's/Program logo or name is in at
least 12 point font and is placed in the
return address position on the front or back
of the envelope

- the "Citi with arc design" or other
card-type logo is sized no larger than 1/2"
wide for any envelope

- the Citi Cards logo is accompanied by
language immediately below it stating "For
Citi [or card type] Cardmembers."

4. Adjectives such as "only" or "new" or "exclusive" or
"special" or "valuable" may be used as appropriate,
but only where they are accurate and substantiated.

E. PROVIDER BUSINESS REPLY ENVELOPES ("BRE") (EXCLUDING BANK
BILL-PAYMENT RETURN ENVELOPES), BUSINESS REPLY CARDS ("BRC"),
AND VENDOR SELF-MAILERS:

1. These must be addressed to the Vendor.

2. The Vendor's or program logo or identifying
information (such as a name) must be included, in
compliance with the Branding Specs, on either the
upper front or upper back of the envelope. In the
case of a program name containing "Citi," the
Vendor's name should appear immediately beneath the
program name.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

3. The Citi Cards logo may be used on the bottom portion
of the envelope only, provided that it is:

- sized as described in III.D above;

- accompanied by "For Citi [or card-type]
Cardmembers" language immediately below and
as prescribed in the Branding Specs; and

- is visually less prominent than the Vendor
or program branding.

F. STATEMENT REMIT ENVELOPES and BILLING STATEMENT OUTER
ENVELOPES:

These are not third-party pieces and therefore may use Citi
Cards branding. Do not put "An Offer for Citi Cardmembers" or
the "For Citi Cardmembers" special branding for third-party
programs or any like phrase on the statement remit envelope or
billing statement outer envelope.

A template for bangtail remit envelopes appears in the
Branding specifications. Mechanicals must follow this template
exactly.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

APPENDIX III

BRANDING SPECIFICATIONS FOR THIRD-PARTY RELATIONSHIPS
(AS SET FORTH IN CITIGROUP BRAND BOOK)

Cards Guidelines for Third-Party Relationships dated 10/01 or later are
incorporated by reference. Please refer to separate document, which can
be found by Citi employees on the Citi Intranet and provided to Vendors
upon request.

Select "Consumer Group" from "Businesses" on the Citigroup
home page.

Select "internal links."

Select "Citi Cards."

Select "Branding" to see or download the entire manual.

Select "Download Logos" to get the artwork.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

IV. TELEMARKETING/SCRIPT REQUIREMENTS

Each proposed script must be submitted for Citi approval and must be in
full compliance with the requirements set out below. Citi may revise these
requirements and approved scripting language.

A. VENDOR IDENTIFICATION

1. Throughout the script, ensure that nouns, pronouns,
and other language are not used in a way that
indicates or suggests that the program or call is
from Citi. Scripts should not use "we" and "our,"
substituting instead the name of the Vendor. Scripts
should avoid use of ambiguous pronouns or vague
identifying information.

2. (a) In the beginning of the script, the
telemarketer must clearly identify the
third-party Vendor on whose behalf (s)he is
calling. Where the call is being made by the
third-party (which includes its agent), the
opening should make that clear. The opening
is not acceptable even if it makes clear
that the program is from the third party but
suggests or leaves room for the inference
that the CALL is from Citibank. The two
unacceptable examples below at best are
ambiguous about who is making the call and
at worst could imply that the call is from
Citibank. The two acceptable examples below
are in order of preference and are
acceptable provided the accompanying
language doesn't confuse as to the source of
the call (e.g., repeated mentions of Citi,
as in "Citi has selected you ...").

Examples of ACCEPTABLE openings:

Hello, Mr./Ms. <Cardmember Name>, this is
<TSR Name> calling from <Vendor Company
Name> to tell Citibank cardmembers about
<Program Name>, a money-saving shopping
program.

Hello, Mr./Ms. <Cardmember Name>, my name is
<TSR Name> and I'm calling Citibank
cardmembers on behalf of <Vendor Company
Name> to tell you about <Program Name>, a
money-saving shopping program.

Examples of UNACCEPTABLE openings:

Hello, Mr./Ms. <Cardmember Name>, my name is
<TSR Name> and I'm calling Citibank
cardmembers on behalf of <Program Name>, a
program offered by <Vendor Company Name.>

Hello, Mr/Ms. <Cardmember Name>, this is
<TSR Name> calling Citibank cardmembers
about <Program Name> from <Vendor Company
Name>.

(b) For club offers, the telemarketers must also
state that the vendor is not affiliated with
Citibank.

See the following examples:

Preferred wording: "<Vendor> is not
affiliated with Citibank, the issuer of your
<card name> credit card."

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

1st Alternate: "Although Citibank has
selected you to receive this offer for
<product name> from <Vendor>, Citibank is
not affiliated with <Vendor>"

2nd Alternate: "Although Citibank has
selected you to receive this offer for
<product name> a < Vendor> program, Citibank
and <Vendor> are not affiliated."

B. DESCRIPTION OF PROGRAM/OFFER

1. The script should fairly describe the nature of the
program benefits, important conditions and
limitations, and the price.

2. Representations in telemarketing scripts should be
checked against Fulfillment Kit descriptions and
Terms and Conditions to verify accuracy and to ensure
that the scripts and the claims and statements in
them, are true, accurate and not misleading. VENDOR
MUST HAVE AVAILABLE FOR IMMEDIATE PRESENTATION, UPON
CITI'S REQUEST, SATISFACTORY EVIDENCE THAT SUPPORTS
EACH CLAIM/STATEMENT.

C. TRIAL AND AUTOMATIC BILLING

The script should clearly communicate that the trial period
will begin upon enrollment, the length of the trial period and
that, unless the customer cancels during the trial, the trial
period automatically will become a membership and the
customer's credit card will be charged.

D. AUTOMATIC RENEWAL

If the program is billed for a term of six months or more with
an automatic renewal, the script must clearly and
conspicuously disclose that the Vendor will automatically
charge the fee to the Cardmember's account at the beginning of
each new membership term.

E. AUTHORIZATION/CONFIRMATION

1. The Vendor shall not process an enrollment and no
Cardmember's account shall be charged without the
Cardmember's express authorization of the purchase.
Each script must include a confirmation of the sale,
using the approved Citibank standard confirmation
language, which is included in the Sample Scripts
provided as Appendices.

2. Every confirmation must request permission to bill
the Cardmember's account and obtain affirmative
consent for the purchase and billing and include
clear, specific disclosure on each of the following
points, except where not applicable:

(a) program being purchased

(b) price and membership term

(d) beginning and duration of trial period;
right to cancel during trial without
billing, including method and toll-free
number; and that unless the Cardmember
cancels within the trial period, the account
will automatically be charged

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

(e) payment terms, including that the account
will be charged, without any further action
required by the Cardmember, and that the
Vendor will notify Citi so that Citi can
bill the membership fee to the Cardmember's
credit card account

(f) cancellation right

(g) except for insurance premiums.

- for annual-bill programs--refund of
initial year's annual fee if
program cancelled during first six
months following trial period

- for programs billed monthly (or any
other period less than 6 months)-
refund of most recent payment.

(h) automatic renewal at then current fee, with
prior notice

(i) specifically required disclosures

(j) city of birth, name of elementary school, or
other similar item of personal information,
(except mother's maiden name) should be
obtained as additional verification of the
sale.

(k) For any telemarketed sale of insurance, the
following disclosures must be given and a
request for an oral acknowledgement of
receipt must be obtained.

~ THIS INSURANCE PRODUCT IS NOT A DEPOSIT OR OTHER OBLIGATION
OF, OR GUARANTEED BY, [ISSUER] OR AN AFFILIATE [IF APPLICABLE]
OF [ISSUER].

~ THIS INSURANCE PRODUCT IS NOT INSURED BY THE FDIC OR ANY
AGENCY OF THE UNITED STATES, BY [ISSUER], OR BY AN AFFILIATE
[IF APPLICABLE] OF [ISSUER].

For placement, see insurance script in Appendix.

3. Confirmations of membership club enrollments
(sales) should be tape-recorded unless the
customer refuses, in which case, the
confirmation should be verified in writing
by a supervisor. Confirmations of insurance
program enrollments must be tape recorded.
Taped and written confirmations must be
retained by the Vendor for a minimum of two
years, during which period the Vendor must
have easy accessibility to such
confirmations and must provide to Citi
within 2 business days a clear copy of any
confirmation requested by Citi. THE VENDOR
MUST NOTIFY CITI IMMEDIATELY OF ANY REQUESTS
FOR TAPES AND OBTAIN CITI'S PRIOR CONSENT
FOR ANY SUCH RELEASE. THE VENDOR MUST NOT
PROVIDE TAPES TO CARDMEMBERS. In the event
of a cardmember's request for a tape, the
Vendor should immediately contact the
Program Manager.

F. TELEMARKETING LAWS

Scripts also must comply with applicable federal and
state telemarketing laws, including time restrictions
and required disclosures such as identity of seller
and nature of offer. The Vendor is required to be
knowledgeable about and to ensure compliance with all
applicable federal and

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

state laws, including do-not-call and other
telemarketing laws. The following describes laws that
(1) prohibit calling certain residents: (2) require
consent for monitoring from parties to the call; or
(3) require immediate termination of the call under
certain circumstances (there are exemptions but most
do not apply to most Vendors: calls made by Citi to
its current customer may enjoy exemptions), as well
as (4) some specific requirements for insurance
programs. Compliance with these laws is mandatory but
may not constitute full compliance with all
applicable telemarketing laws. Every script must show
how these laws are followed and list the states to
which scripting accommodations apply. If any state on
such lists is not addressed on the script, the Vendor
must indicate the reason on the script (e.g., no
calls to South Carolina).

1. DO NOT CALL - Numerous states have
Do-Not-Call laws under which residents may
register for exclusion from telemarketing.
Most of these laws exempt calls to current
customers (Indiana is a notable exception).
A few states prohibit telemarketing calls to
residents unless they have affirmatively
agreed to receive such calls.

2. MONITORING - Many states require that all
parties to the call consent to any
monitoring - which includes listening and
recording - of the call. Except for a
handful of states, most have a business
exemption.

3. "MAY I CONTINUE?"/NO REBUTTAL

There are several states with "May I
Continue?" requirements, meaning that in
these states the telemarketer must ask
permission to continue immediately after
stating the Vendor's name and the purpose of
the call.

There are numerous No-Rebuttal states, in
which further marketing efforts ("second
attempts") are prohibited once the consumer
indicates lack of interest.

(NOTE: THE STATE-LAW INFORMATION IN THIS SECTION IS
FOR GENERAL GUIDANCE ONLY AND MAY NOT REMAIN CURRENT;
THE PROVIDER SHOULD NOT RELY ON THIS STATE-LAW
SYNOPSIS AS AN ACCURATE, COMPREHENSIVE LIST OF
TELEMARKETING-RELATED LEGAL REQUIREMENTS. THE
PROVIDER IS OBLIGATED TO COMPLY WITH ALL APPLICABLE
LAWS, WHETHER OR NOT MENTIONED HERE.)

4. INSURANCE PROGRAMS

For insurance programs, additional
requirements apply, including that:

- The enrollment must be taken by a
registered agent

- The underwriter must be identified

- Material exclusions and limitations
must be specifically disclosed, as
required by state laws.

- Under federal regulations, in any
telemarketed solicitation, the
following must occur:

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

(1) Oral disclosures must be
given before the sale is
completed and an oral
acknowledgment must be
received from the
consumer (see Section
IV.D. and script in
Appendix IV.B for
placement):

(2) This oral acknowledgement
must be tape recorded:

(3) The Bank is obligated to
ensure that within 3
business days of the sale
(excluding Sundays and
legal holidays), the
insurer sends out a
request to the cardmember
to acknowledge receipt of
these disclosures;

(4) The bank is obligated to
make sure that the
insurer uses reasonable
efforts to obtain written
acknowledgment, such as
(1) send a self-addressed
stamped envelope; (2)
make a follow-up
telephone call; or (3)
send a second mailing. In
addition, the insurer
must maintain a record of
its attempts to obtain
this written
acknowledgment.

(5) The Disclosures for the
Sale of Insurance must be
included in any Send
Literature piece.

G. APPROVED SCRIPT AUTHORIZATION/CONFIRMATION AND Q&A

Approved telemarketing script confirmation language and
questions and answers for membership clubs are set out in
Appendix IV.

Specific telemarketing script confirmation language is
required for insurance programs, with sample scripting and
questions and answers set out in the Appendix IV.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

APPENDIX IV.A

TELEMARKETING SCRIPT CONFIRMATIONS FOR MEMBERSHIP PROGRAMS

A. CONFIRMATION: MEMBERSHIP CLUB

(TURN ON RECORDER) Fine, I will be tape recording your enrollment so
there's no chance of a mistake.

If Cardholder Refuses To Be Recorded: Mr./Ms._______we ask to tape
record to verify that I have permission to process your membership and
start your member privileges right away, okay?

IF YES: CONTINUE

IF NO: (depending on Vendor use (a) or (b)):

(a) Mr./Ms.___________, the taped confirmation simply ensures your
protection. Unfortunately I won't be able to process your
membership (today/tonight) without your permission. May I
continue?

IF YES: CONTINUE
IF STILL REFUSES: That's fine. If you'd still like to try the
service please call toll-free 1-800-422-1468 for assistance.
Thank you for your time. Have a pleasant (day/evening);

-OR-

(b) I understand. I'll call my supervisor to the phone to verify
the information instead. Please hold for a moment while I get
(him/her).

Verify Name And Address: I show your first name as__________, and your
last name as________ , and your address is (Street Name, City, State,
Zip). Is that correct?

(If Name Or Address Is Not Correct, Make Corrections And Continue)

IF AUTHORIZED USER: And you are an authorized user of Mr./Ms.
(Cardholder)'s [ISSUER] account? And your first and last name
please?

(In certain states, as required: Are you over 18? If YES, continue. If
NO, terminate with courtesy close.)

I just want to make sure you understand the enrollment and billing
process. If you enroll, in about [X] weeks you'll receive your
membership materials for [NAME OF PROGRAM]. [OR, your membership
materials for [NAME OF PROGRAM] will arrive shortly.] Look it over, try
it out. Take advantage of the savings [and mail in your Gift
Certificate for your [PREMIUM]].

You will have 30 days to review and use the program. If you decide not
to continue your membership beyond the first 30 days, simply let [NAME
OF VENDOR] know before your trial period ends and you will not be
billed.

1. FOR MEMBERSHIP CLUB WITH ANNUAL RENEWAL:

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

29
<PAGE>

Otherwise, [NAME OF VENDOR] will notify [ISSUER of your CARD
NAME credit card]. IF THE CARD IS BRANDED CITI, PLEASE SAY
"WILL NOTIFY CITIBANK" and [they] will bill the
$_____________________ annual membership fee to your [CARD
NAME] credit card. And, to ensure uninterrupted service for as
long as you wish to remain a member, your membership will
automatically be renewed each year. [NAME OF VENDOR] will
notify [ISSUER] to bill your account at the then-current
annual fee. [NAME OF VENDOR] will send you a notice prior to
renewal billing. Please remember, you can cancel during the
first six months after the trial for a full refund of your
initial year's membership fee.

2. FOR MEMBERSHIP CLUB WITH MONTHLY BILLING:

Otherwise, [VENDOR NAME] will notify [ISSUER of your CARD NAME
credit card]. IF THE CARD IS branded CITI, PLEASE SAY "WILL
NOTIFY CITIBANK" and [they] will bill the $__________________
membership fee to your [NAME] credit card account every month.
You can cancel at any time for a full refund of your current
month's paid membership fee.

FOR ALL:

May I have your approval to enroll you and have your credit card
charged the $__________________fee for [NAME OF PROGRAM]?

[Telemarketer must obtain audible affirmative response from consumer to
process the sale.]

Finally, may I please have your city of birth [or name of elementary
school] to show that you enrolled in [PROGRAM NAME] and understand how
you will be billed? [ENTER INFORMATION]

Do you have any questions that I can answer for you at this time?

If you have any questions regarding your membership, please call
[VENDOR'S] toll-free number: 1-800-_______________.

Thank you very much for your time, Mr.(s)___________________.

B. STANDARD QUESTION AND ANSWER RESPONSES FOR CLUBS

CAN YOU SEND ME LITERATURE IN THE MAIL?

Mr.(s)_______________, of course you can receive literature on
the [NAME OF PROGRAM]. However, you might prefer a membership with a
XX-day trial which would allow you to try all of the money-saving
benefits the [PROGRAM] has to offer. If you feel the service is not for
you, simply call before the end of your 30-day trial and you won't be
billed.

IF CUSTOMER STILL WANTS LITERATURE:

Response: Mr.(s)_______________. If I can confirm your mailing
address, I will make sure a description of the program is sent out to
you within the next 10 days.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

(Verify Name and Address. Disposition Correctly To Send
Literature)

DO YOU HAVE MY ACCOUNT NUMBER?

No, Mr./Ms._____, we do not have your [CARD NAME] credit card
account number. Once you have agreed to enroll in the program [NAME OF
VENDOR] will notify [ISSUER] so that [ISSUER] can bill the program fee
to your [NAME] card account at the end of the trial period.

WHO ARE YOU/WHOM DO YOU WORK FOR?

My name is__________, and I work for (TM Vendor Name) in
(City/State). We have been contracted by [NAME OF PROGRAM VENDOR], the
providers of the [NAME OF PROGRAM], to place calls on their behalf.

HOW DID YOU GET MY TELEPHONE NUMBER?

Mr./Ms._______, from time to time, your [Card Name] credit
card makes available special services to its credit card customers.
We've been asked to contact you regarding one of those valuable
services designed for your convenience and enjoyment. May I tell you a
little bit about the service?

IF YES: (RETURN TO POINT OF INTERRUPTION)

IF NO: Thank you for your time. If you have any questions
about this call, please contact 1-800- ______________. Have a pleasant
afternoon/evening. Goodbye.

WILL MY CREDIT CARD BE AUTOMATICALLY BILLED FOR RENEWALS?

Yes Mr./Ms.____________, to ensure uninterrupted service,
[NAME OF VENDOR] will notify the issuer of your [card name] (If the
card is branded Citi, please say, "Will notify Citibank") to bill the
membership fee to your credit card account for another [XX months] of
membership. Members will be sent a renewal notice at least 30 days
before their account is billed at the then current annual fee. But
remember, if you feel you are not benefiting from your membership, just
call the [NAME OF VENDOR] toll-free number to cancel as soon as you
receive your renewal notice and you will not be billed for a renewal
membership.

PLEASE REMOVE MY NAME FROM YOUR LIST (TCPA "DO NOT CALL" RESPONSE):

(CARDHOLDER NAME), I will be happy to have your name removed
from the calling list. And would you like us to forward this
information to the issuer of your credit card? It will take
approximately thirty days for your name to be removed from marketing
lists, so you may receive additional calls in the meantime. We
apologize for any inconvenience. Have a good day/evening.

I CANCELLED MY CREDIT CARD:

Mr./Ms.______________, I'm sorry for the inconvenience.

CAN I REACH CUSTOMER SERVICE? (OR ANY QUESTION ABOUT CITIBANK)

Mr./Ms._______, [CARD NAME] Customer Service is available 24 hours a
day, seven days a week. Just call [CUSTOMER SERVICE NUMBER].

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

APPENDIX IV.B

TELEMARKETING SCRIPT CONFIRMATION FOR INSURANCE PROGRAMS

A. PRE-ENROLLMENT INSURANCE DISCLOSURES

Disclosure of benefits, eligibility criteria, and material limitations,
exclusions and restrictions must be made PRIOR to enrollment.

B. CONFIRMATION LANGUAGE FOR INSURANCE PROGRAMS

[All insurance sale confirmations MUST be taped.
Turn on Tape Recorder before Verifier Starts to Speak.]

Hello, Mr./Ms.___ My name is___, and I'm the licensed agent on duty.
I will be tape recording our conversation to avoid any errors in
processing your enrollment.

IF CUSTOMER OBJECTS: I'm sorry, but I am unable to enroll you in [NAME
OF PROGRAM] without creating a taped record. May I continue?

IF NO: Thank you for your interest.

IF NO OBJECTION: CONTINUE

I am required to disclose the following information to you
Mr./Mrs.____________: this insurance product is not a deposit or other
obligation of, or guaranteed by [ISSUER] or any of its affiliates and this
insurance is not insured by the FDIC or any agency of the United States,
Citibank or an affiliate of Citibank.

Will you please acknowledge that I have provided these disclosures to
you? (MUST HAVE AN AFFIRMATIVE RESPONSE)

I just want to make sure you understand the enrollment and billing
process. If you enroll, in about [X] weeks, you'll receive your
insurance [certificate/policy] Look over the coverage and see if this
is for you.

There is no cost to you for the first [xx] Days/Months, and you can
take that time to review the coverage. If you decide not to continue
your coverage beyond the [xx] days/months, simply call [NAME OF VENDOR]
to cancel and you will not be billed.

Otherwise, [VENDOR NAME] will notify [ISSUER] and [ISSUER] will bill
the $__________________________premium to your [NAME] credit card
account every month.

May I have your approval to enroll you and have your credit card
charged the premium for [NAME OF PROGRAM]?

[Telemarketer must obtain affirmative response from consumer to process
the sale.]

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

Finally, may I please have your city of birth or name of elementary
school to show that you enrolled in [PROGRAM NAME] and understand how
you will be billed? [ENTER INFORMATION]

Now, your certificate of insurance from [NAME OF VENDOR] will arrive in
about 10 days, and your coverage will be effective on the date shown.

Mr./Ms.______, is there anything about the program that you do not
understand or do you have any questions? (PAUSE)

Please look for the insurance envelope and be sure to read over the
certificate so you will be aware of all of the coverage information.

Mr./Ms.______, thanks again for enrolling. If you have any questions
about this call, the toll-free number is 1-800-______________. Thank
you and have a good day/evening.

C. Q&A RESPONSES FOR INSURANCE PROGRAMS (Note: Not all questions apply to
all insurance programs, and some information will change from program
to program.)

1. NEEDS TO TALK TO FAMILY/THINK IT OVER:

Mr./Ms. (CUSTOMER NAME), that's why Citibank (or - issuer of
your CARD NAME credit card) is paying your premiums for your
first____months of coverage. This is a great opportunity
for you (and your husband or wife) to review the policy
(together), while you are being covered by the plan. If during
the___month no-cost trial period, you decide it is not
exactly what you want, simply call the toll-free number and
tell [NAME OF VENDOR] you want to cancel. You'll owe nothing.

2. HAS OTHER INSURANCE:

This is [type of coverage] which pays benefits in addition to
other insurance you may have. There may be special situations
which require additional insurance protection. That's why
Citibank (or - issuer of your CARD NAME credit card) has
arranged for [VENDOR] to provide you with this opportunity to
review this plan without cost to you for the next 90 days.

3. DOESN'T UNDERSTAND / NEEDS CLARIFICATION:

Well, Mr./Ms. (CUSTOMER NAME), as a Citi-(or - CARD NAME)
cardmember, [you pay a reduced premium of $_________during the
first____months] [you pay no premium for the first______
months. During that time, you are protected. Then, if you (and
your spouse) decide that the benefits and coverage aren't
exactly what you want, you may simply cancel. And you'll owe
nothing if you cancel during the_______month trial period.

4. CAN I / HOW DO I CANCEL?

Well, Mr./Ms. (CUSTOMER NAME), simply let [NAME OF VENDOR]
know by phone or mail that you want to cancel. Their address
will be with the policy certificate when you receive it in
about ten days or you may simply call [TOLL-FREE NUMBER].

5. WHO ARE YOU/WHERE ARE YOU CALLING FROM/WHO DO YOU WORK FOR?

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

My name is (FIRST AND LAST) I work for (NAME OF YOUR COMPANY)
in (CITY OR STATE). Our company specializes in marketing
communications, and we are calling on behalf of [VENDOR] to
make you aware of this special insurance offer. May I tell you
about it?

6. I JUST WANT THE TRIAL PERIOD.

I'm sorry Mr./Ms. (CUSTOMER NAME), but the program does not
work that way. If you enroll in the insurance plan today/
tonight, your coverage will begin shortly [and the
first____ months premium will be paid by Citibank (or -
issuer of CARD NAME credit card).] If you do not want to
continue, simply contact [NAME OF VENDOR] directly to let them
know when you want your coverage canceled. Would you like to
enroll?

7. CUSTOMER ALREADY HAS [TYPE OF PROGRAM] PLAN

Well Mr./Ms. (CUSTOMER NAME), this offer is in addition to
your current plan and does not affect your coverage through
other companies. It is provided by [VENDOR]. There may be
special situations which require additional insurance
protection. That's why Citibank (or- issuer of CARD NAME
credit card) has arranged for [VENDOR] to provide you with
this opportunity to review this plan without risk or cost to
you for the next 90 days.

8. WHEN IS MY COVERAGE EFFECTIVE?

Your coverage win become effective on the date shown on your
certificate of insurance, which you will receive in about 10
days.

9. CAN I DESIGNATE (A/MORE THAN ONE) BENEFICIARY?

Yes, Mr./Ms. (CUSTOMER NAME), after you receive your
certificate of insurance, call [VENDOR] and they will send you
the proper paperwork to designate or change the beneficiaries.
Their toll-free service number will be with the policy
certificate when you receive it in about ten days.

10. MENTION OF RECENTLY DECEASED:

Mr./Ms. (CUSTOMER NAME). I'm so sorry to have disturbed you,
and for the error on our part. Thank you for your time.
Good-bye.

11. HOW CAN I HAVE MY NAME REMOVED FROM YOUR CALLING LIST?

Mr./Ms.___________, I will be happy to have your name removed
from the calling list. And would you like me to forward this
information to Citibank (or - the issuer of your CARD NAME
credit card.)? It will take approximately thirty days for your
name to be removed from the marketing lists, so you may
receive additional calls in the meantime. We apologize for any
inconvenience. Have a good day/evening.

12. CUSTOMER SERVICE / BILLING QUESTION / PROBLEM:

I'm sorry to hear that, Mr./Ms. (CUSTOMER NAME). For future
reference [VENDOR]'s

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

number is [TOLL-FREE NUMBER] or you can reach (CARD NAME)
customer service at (CUSTOMER SERVICE NUMBER).

13. DOES NOT HAVE A (CARD NAME) CREDIT CARD:

This plan is available only to (CARD NAME) cardmembers. I'm
sorry if I have caused you any inconvenience. Thank you. Good
day/night.

14. CAN YOU ISSUE THIS WITHOUT MY DATE OF BIRTH?

No, Mr./Ms. (CUSTOMER NAME), since this is an insurance
policy, your date of birth is needed. Please rest assured that
we never share this confidential and personal information with
outside parties. But since we do need to issue your
certificate, may I please have your date of birth?

15. Who is [VENDOR]? (When Did [VENDOR] Life Insurance get into
business?)

[VENDOR] is [a wholly owned subsidiary of] the [VENDOR]
company and has been marketing insurance since_______.
[UNDERWRITER] has earned a__________________ rating for
financial performance from the A.M. Best Company... A leading
insurance company analyst.

16. HOW DOES THIS PLAN WORK?/CLARIFY TRIAL PERIOD

Well, Mr./Ms. (CUSTOMER NAME), during this special offer, the
premiums will be paid by Citibank for a full____months. After
this introduction period ends, the premium of $x.xx per
[month] [quarter] [year] will be billed automatically to your
Citi (or - CARD NAME) credit card account. This is an
excellent way to review the many benefits of the plan, while
enjoying full coverage. And of course, if you decide to cancel
before the_____month trial period ends, there will be no
additional charges. At this time, I would be glad to arrange
for your enrollment.

17. CAN I BE BILLED DIRECTLY?

Yes, Mr./Ms. (CUSTOMER NAME), after your first [monthly]
[quarterly] [annual] premium is billed to your Citibank credit
card account, which will be in about_____months, you can call
the toll-free number to switch to direct billing. That number
is [TOLL-FREE NUMBER].

18. DO THE RATES (PREMIUMS) GO UP?

A. If premiums will not increase:

No, Mr./Ms. (CUSTOMER NAME). [VENDOR] guarantees that your
premium rate can never be increased.

B. If premiums will increase in the event that
premiums for the group increase:

The only time rates could increase is if the rate for the
entire group, of which you are a member, increases.

19. IS INTEREST CHARGED ON THE PREMIUMS?

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

The premium is billed to your credit card account similarly to
other purchases. If you pay your account balance in full each
month you will not incur a finance charge.

20. WHAT ARE THE BENEFITS/WHAT'S COVERED?

(REFER TO BENEFIT CHART)

21. TECHNICAL QUESTION THAT YOU CAN'T ANSWER.

(ASK SUPERVISOR FOR HELP)

22. WHAT IS THE [VENDOR] LIFE INSURANCE/CITIBANK RELATIONSHIP?

Citibank chose the professionals at [VENDOR] to underwrite
this insurance because they represent quality business and
quality service. [UNDERWRITER] has earned the ________ rating
for financial performance from the A.M. Best Company-a leading
insurance analyst. (IF STILL A QUESTION, GO TO 'WHO IS
[VENDOR]" Q AND A.)

23. WHAT OTHER INSURANCE DO I ALREADY HAVE?

Mr./Mrs._________. I don't have access to information
regarding your current insurance coverage with [VENDOR]. If
you'd like I can provide you with a toll free number that you
can call at your convenience.

If Yes: OK. That number is 1-800-___________________

If No: Return to Script

24. SEND ME LITERATURE.

A. Mr.(s) _________, of course we can send you
literature on the [PROGRAM NAME] coverage.
However, you might prefer a XX-day TRIAL
PERIOD which would allow you the opportunity
to look over the benefits of this coverage.
If you feel the [PROGRAM NAME] insurance is
not for you, simply call [VENDOR] Insurance
before the end of your XX-day TRIAL PERIOD
and you won't be billed.

B. If customer still wants literature:

Mr.(s)______________. If I can confirm your
mailing address, I will make sure
information describing the [PROGRAM NAME]
coverage is sent out to you within the next
14 days. (customer service rep confirms
address).

25. DO YOU HAVE MY ACCOUNT NUMBER?

No, Mr./Ms.__________, we do not have your (CARD NAME) credit
card number. Once you have agreed to enroll in the program
[VENDOR NAME] will notify the issuer of you credit card so
they can bill the $ XX premium to your (CARD NAME) credit card
account at the end of the

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

[XX] day trial period.

26. HOW DID YOU GET MY TELEPHONE NUMBER?

Mr./Ms._______, from time to time, Citibank (or - the issuer
of your CARD NAME credit card) makes available special
services to its credit card customers. We've been asked to
contact you regarding the benefits of this insurance coverage.

27. I DON'T UNDERSTAND THESE DISCLOSURES YOU GAVE ME?

Under federal law, we are required to disclose these items to
you and receive your acknowledgment that you were given these
disclosures.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

V. REQUIREMENTS FOR DISCLOSURES FOR OIL CARD PORTFOLIOS

A. BP DISCLOSURES

MERCHANDISE DISCLOSURE:

[VENDOR Company], city, state, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your BP or Amoco Credit Card, is a member of Citigroup. By responding
to this offer, you will be disclosing all of the information requested above,
including your BP or Amoco account number, to a company outside the Citigroup
family of companies. BP Products North America Inc. is not affiliated with
[VENDOR Company].

CLUBS DISCLOSURE (NON-AFFILIATE VENDOR):

[VENDOR Company], City, State, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your BP or Amoco credit card, is not affiliated with [VENDOR Company].
BP Products North America Inc. is not affiliated with [VENDOR Company].

Clubs Disclosure (affiliate Vendor):

[United States Auto Club, Motoring Division Inc., Irving, Texas] and its
providers as applicable, assume all responsibility and liability for this offer.
BP Products North America Inc. is not affiliated with [United States Auto Club,
Motoring Division, Inc.]

INSURANCE DISCLOSURE:

Underwriter, no separate Provider:

[Insurance Program Name] is underwritten by [Underwriter name, City, State],
which assumes all responsibility and liability for the program and the insurance
benefits provided thereunder. BP Products North America Inc. is not affiliated
with [UNDERWRITER].

Provider and Underwriter

[Insurance Program Name] is provided by [Provider Name], which assumes all
responsibility and liability for the program. [Insurance Program Name] is
underwritten by [Underwriter Name, City, State], which assumes all
responsibility and liability for the insurance benefits. BP Products North
America Inc. is not affiliated with [PROVIDER].

Administrator separate and apart from the Underwriter, then add:

The [Insurance Program Name] is administered by [Program Administrator Name]

PRINT DISCLOSURE FOR AFFILIATE FINANCIAL PRODUCTS (HOME EQUITY OR PERSONAL LOAN)

BP and Amoco Credit Cards are issued by Citibank (South Dakota), N.A., an
affiliate of [CitiFinancial Mortgage Company, Inc.]. BP Products North America
Inc. is not affiliated with [CitiFinancial Mortgage Company, Inc.].

TELEMARKETING SCRIPT OPENING PARAGRAPH (NON-AFFILIATE VENDOR):

Great, my name is_____ and I'm calling on behalf of [VENDOR Company] to offer BP
and Amoco cardmembers like yourself a 30-day free trial membership when you
enroll in [PROGRAM]. [VENDOR Company] is not affiliated with Citibank, the bank
that issues this credit card.

TELEMARKETING SCRIPT OPENING PARAGRAPH (AFFILIATE VENDOR)

Great, my name is ___ and I'm calling on behalf of [United States Auto Club,
Motoring Division Inc.] to offer BP and Amoco cardmembers like yourself a 30-day
free trial membership when you enroll in [Drive America/Texaco RoadStar]. BP and
Amoco Credit Cards are issued by Citibank.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

B. CITGO DISCLOSURES

MERCHANDISE DISCLOSURE:

[VENDOR Company], city, state, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your CITGO Credit Card, is a member of Citigroup. By responding to
this offer, you will be disclosing all of the information requested above,
including your CITGO account number, to a company outside the Citigroup family
of companies. CITGO Petroleum Corporation is not affiliated with [VENDOR
Company].

CLUBS DISCLOSURE (NON-AFFILIATE VENDOR):

[VENDOR Company], City, State, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your CITGO Credit Card, is not affiliated with [VENDOR Company]. CITGO
Petroleum Corporation is not affiliated with [VENDOR Company].

CLUBS DISCLOSURE (AFFILIATE VENDOR):

[United States Auto Club, Motoring Division Inc., Irving, Texas] and its
providers as applicable, assume all responsibility and liability for this offer.
CITGO Petroleum Corporation is not affiliated with [United States Auto Club,
Motoring Division Inc.]

INSURANCE DISCLOSURE:

Underwriter, no separate Provider:

[Insurance Program Name] is underwritten by [Underwriter name, City, State],
which assumes all responsibility and liability for the program and the insurance
benefits provided thereunder. CITGO Petroleum Corporation is not affiliated with
[UNDERWRITER].

Provider and Underwriter

[Insurance Program Name] is provided by [Provider Name], which assumes all
responsibility and liability for the program. [Insurance Program Name] is
underwritten by [Underwriter Name, City, State], which assumes all
responsibility and liability for the insurance benefits. CITGO Petroleum
Corporation is not affiliated with [PROVIDER].

Administrator separate and apart from the Underwriter, then add:

The [Insurance Program Name] is administered by [Program Administrator Name]

PRINT DISCLOSURE FOR AFFILIATE FINANCIAL PRODUCTS (HOME EQUITY OR PERSONAL LOAN)

CITGO credit cards are issued by Citibank (South Dakota), N.A., an affiliate of
[CitiFinancial Mortgage Company, Inc.]. CITGO Petroleum Corporation is not
affiliated with [CitiFinancial Mortgage Company, Inc.].

TELEMARKETING SCRIPT OPENING PARAGRAPH (NON-AFFILIATE VENDOR):

Great, my name is__________and I'm calling on behalf of [VENDOR Company] to
offer CITGO cardmembers like yourself a 30-day free trial membership when you
enroll in [PROGRAM]. [VENDOR Company] is not affiliated with Citibank, the bank
that issues this credit card.

TELEMARKETING SCRIPT OPENING PARAGRAPH (AFFILIATE VENDOR)

Great, my name is _______ and I'm calling on behalf of [United States Auto Club,
Motoring Division Inc.] to offer CITGO cardmembers like yourself a 30-day free
trial membership when you enroll in [Drive America/Texaco RoadStar]. CITGO
Credit Cards are issued by Citibank.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

C. SHELL DISCLOSURES

MERCHANDISE DISCLOSURE:

[VENDOR Company], city, state, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your Shell Credit Card, is a member of Citigroup. By responding to
this offer, you will be disclosing all of the information requested above,
including your Shell account number, to a company outside the Citigroup family
of companies. Shell Oil Company and its related companies are not affiliated
with [VENDOR Company].

CLUBS DISCLOSURE (NON-AFFILIATE VENDOR):

[VENDOR Company], City, State, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your Shell Credit Card, is not affiliated with [VENDOR Company]. Shell
Oil Company and its related companies are not affiliated with [VENDOR Company].

CLUBS DISCLOSURE (AFFILIATE VENDOR):

[United States Auto Club, Motoring Division Inc., Irving, Texas] and its
providers as applicable, assume all responsibility and liability for this offer.
Shell Oil Company and its related companies are not affiliated with [United
States Auto Club, Motoring Division, Inc.]

INSURANCE DISCLOSURE:

Underwriter, no separate Provider:

[Insurance Program Name] is underwritten by [Underwriter name, City, State],
which assumes all responsibility and liability for the program and the insurance
benefits provided thereunder. Shell Oil Company and its related companies are
not affiliated with [UNDERWRITER].

Provider and Underwriter

[Insurance Program Name] is provided by [Provider Name], which assumes all
responsibility and liability for the program. [Insurance Program Name] is
underwritten by [Underwriter Name, City, State], which assumes all
responsibility and liability for the insurance benefits. Shell Oil Company and
its related companies are not affiliated with [PROVIDER].

Administrator separate and apart from the Underwriter, then add:

The [Insurance Program Name] is administered by [Program Administrator Name]

PRINT DISCLOSURE FOR AFFILIATE FINANCIAL PRODUCTS (HOME EQUITY OR PERSONAL LOAN)

Shell credit cards are issued by Citibank (South Dakota), N.A., an affiliate of
[CitiFinancial Mortgage Company, Inc.]. Shell Oil Company and its related
companies are not affiliated with [CitiFinancial Mortgage Company, Inc.].

TELEMARKETING SCRIPT OPENING PARAGRAPH (NON-AFFILIATE VENDOR):

Great, my name is ______ and I'm calling on behalf of [VENDOR Company] to offer
Shell cardmembers like yourself a 30-day free trial membership when you enroll
in [PROGRAM]. [VENDOR Company] is not affiliated with Citibank, the bank that
issues this credit card. [SHELL OIL COMPANY AND ITS RELATED COMPANIES ARE NOT
AFFILIATED WITH [VENDOR COMPANY]. **(SEE BELOW.)]

TELEMARKETING SCRIPT OPENING PARAGRAPH (AFFILIATE VENDOR)

Great, my name is ______ and I'm calling on behalf of [United States Auto Club,
Motoring Division Inc.] to offer Shell cardmembers like yourself a 30-day free
trial membership when you enroll in [Drive America/Texaco RoadStar]. Shell
Credit Cards are issued by Citibank. [SHELL OIL COMPANY AND ITS RELATED
COMPANIES ARE NOT AFFILIATED WITH [UNITED STATES AUTO CLUB, MOTORING DIVISION
INC.]. **(SEE BELOW.)]

[** LANGUAGE IN ITALICS MAY BE MOVED ELSEWHERE IN THE SCRIPT, PROVIDED THAT IT
IS STATED PRIOR TO CARDMEMBER ACCEPTANCE OF THE PROGRAM.]

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

D. TEXACO/SHELL DISCLOSURES

MERCHANDISE DISCLOSURE:

[VENDOR Company], city, state, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your Texaco or Shell Credit Card, is a member of Citigroup. By
responding to this offer, you will be disclosing all of the information
requested above, including your Texaco or Shell account number, to a company
outside the Citigroup family of companies. Shell Oil Company and its related
companies and ChevronTexaco Corp. are not affiliated with [VENDOR Company].

CLUBS DISCLOSURE (NON-AFFILIATE VENDOR):

[VENDOR Company], City, State, and its providers as applicable, assume all
responsibility and liability for this offer. Citibank (South Dakota), N. A., the
issuer of your Texaco or Shell Credit Card, is not affiliated with [VENDOR
Company]. Shell Oil Company and its related companies and ChevronTexaco Corp.
are not affiliated with [VENDOR Company].

CLUBS DISCLOSURE (AFFILIATE VENDOR):

[United States Auto Club, Motoring Division, Inc., Irving, Texas] and its
providers as applicable, assume all responsibility and liability for this offer.
Shell Oil Company and its related companies and ChevronTexaco Corp. are not
affiliated with [United States Auto Club, Motoring Division, Inc.]

INSURANCE DISCLOSURE:

Underwriter, no separate Provider.

[Insurance Program Name] is underwritten by [Underwriter name, City, State],
which assumes all responsibility and liability for the program and the insurance
benefits provided thereunder. Shell Oil Company and its related companies and
ChevronTexaco Corp. are not affiliated with [UNDERWRITER].

Provider and Underwriter

[Insurance Program Name] is provided by [Provider Name, City, State], which
assumes all responsibility and liability for the program. [Insurance Program
Name] is underwritten by [Underwriter Name, City, State], which assumes all
responsibility and liability for the insurance benefits. Shell Oil Company and
its related companies and ChevronTexaco Corp. are not affiliated with
[PROVIDER].

Administrator separate and apart from the Underwriter, then add:

The [Insurance Program Name] is administered by [Program Administrator Name,
City, State].

PRINT DISCLOSURE FOR AFFILIATE FINANCIAL PRODUCTS (HOME EQUITY OR PERSONAL LOAN)

Texaco and Shell credit cards are issued by Citibank (South Dakota), N.A., an
affiliate of [CitiFinancial Mortgage Company, Inc.]. Shell Oil Company and its
related companies, and ChevronTexaco Corp. are not affiliated with
[CitiFinancial Mortgage Company, Inc.].

TELEMARKETING SCRIPT OPENING PARAGRAPH (NON-AFFILIATE VENDOR):

Great, my name is__________and I'm calling on behalf of [VENDOR Company] to
offer Texaco and Shell cardmembers like yourself a 30-day free trial membership
when you enroll in [PROGRAM]. [VENDOR Company] is not affiliated with Citibank,
the bank that issues these credit cards. SHELL OIL COMPANY AND ITS RELATED
COMPANIES AND CHEVRONTEXACO CORP. ARE NOT AFFILIATED WITH [VENDOR COMPANY].
**(SEE BELOW.)

TELEMARKETING SCRIPT OPENING PARAGRAPH (AFFILIATE VENDOR):

Great, my name is ______ and I'm calling on behalf of [United States Auto Club,
Motoring Division Inc.] to offer Texaco and Shell cardmembers like yourself a
30-day free trial membership when you enroll in [Drive America/Texaco RoadStar].
Texaco and Shell Credit Cards are issued by Citibank. SHELL OIL COMPANY AND ITS
RELATED COMPANIES, AND CHEVRONTEXACO CORP. ARE NOT AFFILIATED WITH [UNITED
STATES AUTO CLUB, MOTORING DIVISION INC.]. * * (SEE BELOW.)

** LANGUAGE IN ITALICS MAY BE MOVED ELSEWHERE IN THE SCRIPT, PROVIDED THAT IT IS
STATED PRIOR TO CARDMEMBER ACCEPTANCE OF THE PROGRAM.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

VI. REQUIREMENTS FOR INTERNET MARKETING

Citi and third-party providers may agree to communicate with Citi
cardmembers about a Provider's program via the Internet - i.e., through Citi's
and/or the third party's web site(s) on the World Wide Web or through e-mails.
The content of the relevant web pages of such web sites as well as the content
of such e-mails must comply with the General Requirements, Requirements for
Printed Marketing Materials and Branding Requirements set forth in Sections I,
II and III of this Manual. Due to the dynamic nature of the Internet, Internet
communications must also comply with the following additional requirements:

A. If the program materials are hosted on a Citi web site, extra
care should be taken to satisfy Vendor Identification
requirements in Section II C in order to overcome the
possibility of any misperception or confusion that Citi as the
web site owner is responsible for the Vendor's program and
services featured on the Citi site.

B. If the program materials are hosted on a Vendor web site:

1. Make it clearly apparent to visitors to the Vendor's web
site that the web site belongs to the Vendor and not to Citi.

2. Do not use "Citi" or "Citibank" in the URL of the Vendor
web site even if the URL is specifically created for use by
Citi cardmembers.

3. Make sure the Vendor's privacy policy is clearly accessible
from the Vendor's web site and that it covers Vendor's
collection and use of data.

4. If there is a hyperlink to the Vendor's web site from a
Citi web site, place a disclosure statement similar to the
following on the Citi web site in close proximity to such
hyperlink:

WHEN YOU CLICK ON THE [PROGRAM NAME OR OTHER LINK IDENTIFIER]
LINK, YOU WILL BE LEAVING THE CITI WEB SITE AND ENTERING A
THIRD-PARTY WEB SITE, WHICH MAY HAVE A PRIVACY POLICY
DIFFERENT FROM THE CITIGROUP PRIVACY PROMISE AND MAY PROVIDE
LESS SECURITY THAN THIS CITI SITE.

C. Regardless of whose web site hosts the program materials,
disclosures triggered by an item on a given web page need to
be no more than one click away from such web page.

D. If Citi sends e-mails regarding Vendor programs:

1. Do not include a cardmember's account number in an e-mail
and do not request that cardmembers include account numbers in
e-mails

2. The "From" line of an e-mail must identify the entity
sending the e-mail

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

3. The "Subject" line should be descriptive of the e-mail's
contents and must not be misleading or deceptive

4. All e-mails must inform the recipient how to unsubscribe
from receiving such e-mails and the method to unsubscribe must
be tested and effective.

Final form of all web pages and e-mails must be submitted, after
approval by the appropriate program lawyer, to a Citi E-business lawyer for
approval prior to production.

MANUAL FOURTH EDITION - REV. NOVEMBER 2002

<PAGE>

THIRD PARTY
RELATIONSHIP

3.1
<PAGE>
THIRD PARTY RELATIONSHIPS

A range of third party products and services is offered to Citi cardmembers via
billing statement inserts, fulfillment kits, and the Internet. The Citi logo
along with a copy line FOR CITI CARDMEMBERS has been developed for marketing
programs offered by third parties.

When referring to these programs, the line of copy must always appear with the
logo as presented below. Under no circumstances should you alter the
relationship between the logo and the copy line.

QUALITY LOGO REPRODUCTION

Please make sure when printing materials that the color of the Citi logo is not
compromised in any way. If necessary, run another pass of Citi Blue so that the
Citi logo will be printed at full strength.

[CITI LOGO]

3.3

<PAGE>

LETTERHEAD WITH PROGRAM LOGO - BRANDING ELEMENTS

Sales and promotional letters should be produced on the Program or vendor
letterhead. These letters must include the Program logo and should not appear to
be sent from Citi.

REQUIRED ELEMENTS

- When the optional Citi logo is used for third party relationships, it
may be placed only along the bottom of the page, clearly separated from
the [TEXT IS ILLEGIBLE]

- The Citi logo for third party relationships must appear smaller than
the Program logo and must adhere to sizing requirements outlined on
pages 3.10 and 3.12

FORBIDDEN ELEMENTS

- Program letters should not appear to be sent from Citibank

- The Blue Wave

- The Citigroup endorsement line [TEXT IS ILLEGIBLE]

PROGRAM LOGO
Vendor Corp.
123 Street Address
Anytown, State 12345

January 12, 2000

Mrs. Sample E. Sample
123 Street Address
City, State

Dear Cardmember,

[TEXT IS IN LATIN]

Sincerely,

/s/ John Doe
John Doe
President, Program Corp.

[CITI LOGO]

PROGRAM LETTERHEAD WITH OPTIONAL USE OF THE CITI LOGO FOR THIRD PARTY
RELATIONSHIPS

3.4 Example is hypothetical, scaled to 60% actual size.

<PAGE>

LETTERHEAD WITH CITI LOGO - BRANDING ELEMENTS

A letter or lift note from Citibank may be included in the package ONLY if the
content of the letter or note is to introduce the third party's offer to the
cardmember. This letter or note must be signed by a Citibank executive.

Under no circumstances should the content of the letter or note appear to be
"sales oriented."

[CITI LOGO] [TEXT IS ILLEGIBLE]

January 12, 2000

Mrs. Sample E. Sample
123 Street Address
City, State

Dear Cardmember,

[TEXT IS IN LATIN]

Sincerely,

/s/ Ken Stork
Ken Stork
President, Citibank (South Dakota), N.A.

CITIBANK LETTERHEAD

[CITI LOGO]

Dear Sample,

[TEXT IS IN LATIN]

/s/ Ken Stork
Ken Stork
President, Citibank (South Dakota), N.A.

LIFT NOTE FROM CITI CARDS

Examples are hypothetical, scaled to 50% actual size. 3.5

<PAGE>

OUTER ENVELOPES WITH PROGRAM LOGO - BRANDING ELEMENTS

The Citi logo for third party relationships may appear on envelopes only if the
vendor/program name or logo appears in the return address.

REQUIRED ELEMENTS

- The return address should be the vendor's, and it should be accompanied
by the program name

- Vendor/Program name and address must be at least 12 points in size

- If vendor/program logo is included, it must appear more prominent
visually than the Citi logo for third party relationships, and confirm
to the sizing requirements outlined on page 3.12

- In the case of a program name containing "Citibank" or "Citi," the
vendor's name should appear beneath the program name

- If used, the Citi logo for third party relationships must be placed on
the front of the envelope along the bottom edge

FLEXIBLE ELEMENTS

- The program name or logo may be included on the front and/or back of
envelopes

FORBIDDEN ELEMENTS

- Program envelopes should not appear to be sent from Citi

- The Blue Wave

- The Citigroup endorsement line

- Any Citi tagline

[ENVELOPE]

OUTER ENVELOPE WITH BOTH LOGOS
ON FRONT

[ENVELOPE]

OUTER ENVELOPE WITH PROGRAM LOGO

The Citi logo for third party relationships must always be placed on the bottom
edge of outer envelopes.

BACK PANEL

Vendor name and return address must be clearly identified on the back panel.

3.6 Examples are hypothetical, scaled to 50% actual size.

<PAGE>

BANGTAILS AND BUSINESS REPLY ENVELOPES WITH PROGRAM LOGO - BRANDING ELEMENTS

The Citi logo for third party relationships may be included on bangtails and
reply envelopes placed along the bottom edge of these items.

REQUIRED ELEMENTS

- The business reply envelope must always be addressed to the program
address

- The Citi logo for third party relationships may be used only on the
bottom portion of the reply envelope or bangtail

- The Citi logo for third party relationships must appear smaller than
the Program logo and must adhere to sizing requirements outlined on
pages 3.10 and 3.12

FORBIDDEN ELEMENTS

- Reply envelopes should not appear to be addressed to Citi

- The Blue Wave

- The Citigroup endorsement line

- Any Citi tagline

[TEXT IS IN LATIN]

BANGTAIL ENVELOPE

[ENVELOPE]

BUSINESS REPLY ENVELOPE

Examples are hypothetical, scaled to 50% actual size. 3.7

<PAGE>

CITI DIRECT MAIL BANGTAIL STATEMENT OUTER ENVELOPE

LAYOUT

Special care must be taken in laying out bangtails. The agency or designer must
make certain that mechanicals follow the precise technical specifications for
these pieces - in regard to size, window placement, security patterns, and
postal markings.

COLOR

Please make sure that when printing a tint on the same side as the Citi logo and
return address that the Citi logo color is not compromised for the sake of the
tint. If necessary, run another pass of Citi Blue for the tint so the Citi logo
will be printed at full strength.

REMIT ENVELOPE

See p. 1.11 for bangtail requirement

[ENVELOPE]

DASHED LINES INDICATE PRINT LIMITS, NO BLEED AREAS

3.8 Example is hypothetical, scaled to 50% actual size.

<PAGE>

INSERTS WITH PROGRAM LOGO - BRANDING ELEMENTS

REQUIRED ELEMENTS

- Placement of the Citi logo lor third party relationships must be along
the bottom edge

- The Citi logo for third party relationships must appear smaller than
the program logo and must adhere to sizing requirements outlined on
page 3.10

FORBIDDEN ELEMENTS

- Program inserts should not appear to be sent from Citi

- The Blue Wave

- The Citigroup endorsement line

- Any Citi tagline

[TEXT IS IN LATIN]

VENDOR INSERT

Example is hypothetical, scaled to 65% actual size. 3.9

<PAGE>

APPLICATION OF THE CITI LOGO FOR THIRD PARTY RELATIONSHIPS

THE LOGO PROTECTED AREA

For print applications, a minimum amount of open space should always surround
the Citi logo for the third party relationship copy line, separating it from
other elements, such as headlines, text or the outside edge of printed
materials. This minimum space is equal to "X," where X equals the height of the
letter "i" in the Citi logo. By allowing adequate space around the Citi logo for
the third party relationship copy line, we preserve the legibility and visual
impact of the logo and copy line.

MINIMUM LOGO SIZE WITH THE COPY LINE

The logo should never be reproduced at a size where the initial cap "F" in the
copy line appears smaller than 4 point (1.4mm, 0.056") in height.

[CITI LOGO]

TWO COLOR LOGO - PREFERRED

Arc prints Citi Red (in lieu of which, use Pantone(R) 485), type prints Citi
Blue (in lieu of which, use Pantone 288). Use on white or light color
backgrounds.

[CITI LOGO]

SINGLE COLOR LOGO

Arc and type print black.

[CITI LOGO]

SINGLE COLOR WHITE LOGO

Arc and type reverse out to white from dark backgrounds.

[CITI LOGO]

The colors shown on this page and throughout this guideline have not been
evaluated by Pantone, Inc., for accuracy and may not match the PANTONE Color
Standards. For the accurate PANTONE Color Standards. refer to the current
edition of the PANTONE Color Formula Guide.

PANTONE(R) is a registered trademark of Pantone, Inc.

3.10

<PAGE>

APPLICATION OF THE CITI AADVANTAGE LOGO FOR THIRD PARTY RELATIONSHIPS

THE LOGO PROTECTED AREA

For print applications, a minimum amount of open space should always surround
the logo and copy line, separating them from other elements, such as headlines,
text, or the outside edge of printed materials. This minimum space is equal to
"X," where X equals the height of the letter "i" in the Citi logo. By allowing
adequate space around the card program logo and copy line, we preserve the
legibility and visual impact of the logo and copy line.

[CITI AADVANTAGE LOGO]

MINIMUM LOGO SIZE WITH THE COPY LINE

The logo should never be reproduced at a size where the initial cap "F" in the
copy line appears smaller than 4 point (1.4 mm, 0.056") in height. This minimum
size should be used on all envelopes and 8 1/2 x 11" sheets of paper.

[CITI AADVANTAGE LOGO]

THREE COLOR LOGO - PREFERRED

Arc and the first "A" in AAdvantage print Citi and AAdvantage Red (in lieu of
which, use Pantone(R) 485). "Citi," "Citibank," "SM" type, "For Citi AAdvantage
Cardmembers" type, and rule prints Citi Blue (in lieu of which, use Pantone
288). The "eagle" and "Advantage" type print AAdvantage Blue (in lieu of which,
use Pantone 281). Use on white or light color background.

[CITI AADVANTAGE LOGO]

SINGLE COLOR LOGO

Arc, rule, eagle, and type print black.

[CITI AADVANTAGE LOGO]

SINGLE COLOR WHITE LOGO

Arc, rule, eagle, and type reverse out to white from dark backgrounds.

[CITI AADVANTAGE LOGO]

The colors shown on this page and throughout this guideline have not been
evaluated by Pantone, Inc. for accuracy and may not match the PANTONE Color
Standards. For the accurate PANTONE Color Standards, refer to the current
edition of the PANTONE Color Formula Guide.

PANTONE* is a registered trademark of Pantone, Inc.

3.11

<PAGE>

SCALING THE PROGRAM LOGO WITH THE CITI LOGO FOR THIRD PARTY RELATIONSHIPS

The following are specific requirements related to the Citi brand identity that
third parties must adhere to in all marketing materials.

The third party logo must always be visually prominent in relation to the Citi
logo for third party relationships.

Regardless of the visual appearance of the program logo, whether long and
narrow, or short and compact, the Citi logo for third party relationships should
always appear to be no larger than 2/3 the size of the program logo.

REQUIRED ELEMENTS

- There should be no likelihood of confusion regarding the
source of the materials or the entity making and fulfilling
the offer

- The program logo must appear visually prominent

- The program logo and/or identifying information must appear
above the Citi branding

- Citi and Arc design must be 1/2" in width on envelopes (this
is the equivalent of the minimum logo size illustrated below)

- Citi and Arc design must not be more than 3/4" in width on an
8 1/2 x 11" sheet of paper and should be scaled down
proportionally on smaller pieces

BECAUSE THE PROGRAM LOGOS VARY WIDELY IN SIZE AND SHAPE, THE PROPORTIONAL
SCALING OF THE CITI LOGO FOR THIRD PARTY RELATIONSHIPS MUST BE ESTABLISHED ON A
CASE-BY-CASE BASIS.

THE GOVERNING RULE IS THAT THE CITI LOGO FOR THIRD PARTY RELATIONSHIPS SHOULD
APPEAR NO LARGER THAT 2/3 THE SIZE OF THE PROGRAM VENDOR LOGO, AND SHOULD
CONFORM TO THE SPECIFIC SIZING REQUIREMENTS OUTLINED ON THIS PAGE.

ONCE A PROPORTIONAL RELATIONSHIP HAS BEEN ESTABLISHED, IT MUST BE REVIEWED AND
APPROVED BY CITI CARDS. FOR A SPECIFIC PROGRAM, BE SURE TO USE THIS APPROVED
PROPORTION CONSISTENTLY IN ALL CASES.

[PROGRAM LOGO]

[TEXT IS ILLEGIBLE]

[TEXT IS IN LATIN]

[TEXT IS ILLEGIBLE]

[CITI LOGO]

PROGRAM LETTERHEAD WITH CITI LOGO FOR THIRD PARTY RELATIONSHIPS

[CITI LOGO]

3.12 Letterhead example is hypothetical, scaled to 40% actual size.

<PAGE>

DON'T DO IT!

[ENVELOPE]

DO NOT lock up or place alongside the Program name or logo the Citi logo for
third party relationships.

[ENVELOPE]

DO NOT lock up words or themelines to the Citi logo for third party
relationships.

[ENVELOPE]

DO NOT use unauthorized Citibank identity elements such as the Blue Wave or Citi
typefaces on third party solo direct mail pieces.

[ENVELOPE]

DO NOT combine the Citi logo with the Program's executive signature.

3.13

<PAGE>

ATTACHMENT B

CITIGROUP INFORMATION TECHNOLOGY MANAGEMENT POLICY

ISSUED MARCH 2001

---------------
** This information is confidential and has been omitted and separately filed
with the Securities and Exchange Commission.

(C) CITIGROUP. INFORMATION CONTAINED HEREIN IS FOR INTERNAL USE AND MAY BE USED
ONLY FOR BUSINESS PURPOSES AUTHORIZED BY CITIGROUP.

<PAGE>

ATTACHMENT C
MIS REPORTING

---------------
** This information is confidential and has been omitted and separately filed
with the Securities and Exchange Commission.

<PAGE>

ATTACHMENT D

CUSTOMER SERVICE PERFORMANCE STANDARDS

---------------
** This information is confidential and has been omitted and separately filed
with the Securities and Exchange Commission.

<PAGE>

ATTACHMENT E

CITIGROUP PRIVACY PROMISE FOR CONSUMERS

While information is the cornerstone of our ability to provide superior service,
our most import asset is our customers' trust. Keeping customer information
secure and using it only as our customers would want us to, is a top priority
for all of us at Citibank, now a member of the Citigroup family of companies.

Here, then, is our promise to our individual customers:

1) We will safeguard, according to strict standards of security and
confidentiality, any information our customers share with us.

2) We will limit the collection and use of customer information to the
minimum we require to deliver superior service to our customers, which
includes advising our customers about our products, services and other
opportunities, and to administer our business.

3) We will permit only authorized employees, who are trained in the proper
handling of customer information, to have access to that information.
Employees who violate our Privacy Promise will be subject to our normal
disciplinary process.

4) We will not reveal customer information to any external organization
unless we have previously informed the customer in disclosures or
agreements, have been authorized by the customer, or are required by
law.

5) We will always maintain control over the confidentiality of our
customer information. We may, however, facilitate relevant offers from
reputable companies. These companies are not permitted to retain any
customer information unless the customer has specifically expressed
interest in their products or services.

6) We will tell customers in plain language initially and at least once
annually, how they may remove their names from marketing lists. At any
time, customers can contact us to remove their names from such lists.

7) Whenever we hire other organizations to provide support services, we
will require them to conform to our privacy standards and to allow us
to audit them for compliance.

8) For purposes of credit reporting, verification and risk management, we
will exchange information about our customers with reputable reference
sources and clearinghouse services.

9) We will not use or share - internally or externally - personally
identifiable medical information for any purpose other than
underwriting or administration of a customer's policy, claim, or
account, or as disclosed to the customer when the information is
collected, or to which the customer consents.

10) We will attempt to keep customer files complete, up to date, and
accurate. We will tell our customers how and where to conveniently
access their account information (except when we're prohibited by law),
and how to notify us about errors which we will promptly correct.

<PAGE>
ATTACHMENT F

CITIBANK TELEMARKETING STANDARDS AND PRACTICES
----------------------------------------------
8/12/02

---------------
** This information is confidential and has been omitted and separately
filed with the Securities and Exchange Commission.
<PAGE>

PROGRAM EXHIBIT

CREDIT NOTIFY

I. Program Offer

Pursuant to the Program Provider Agreement dated as of August 1, 2002
(the "Agreement"), between Citibank (South Dakota), N.A. ("CBSD"), Citibank USA,
N.A. and Citicorp Credit Services, Inc. ("CCSI") (the entities above
collectively and individually referred to herein as "Citi") and Intersections,
Inc. ("Provider"), Provider shall offer Cardmembers with Citi Cards issued by
CBSD the opportunity to enroll in the Credit Notify Program (the "Program") and
to obtain membership thereunder and shall provide Program benefits to
Cardmembers who enroll in the Program ("Participating Cardmembers").

II. Program Benefits

(a) The Program benefits are described in Schedule 1 attached
hereto.

(b) Provider may modify, add, delete or otherwise adjust the
features and benefits of the program with respect to
Participating Cardmembers, provided Provider first gives CBSD
thirty (30) days prior written notice and CBSD consent in
writing to the proposed change(s).

III. Marketing

(a) At the direction of, and within the sole discretion of CBSD,
Provider may market the Program through (i) direct mail solo
mailings; (ii) promotional offers mailed to Cardmembers
inserted in Cardmember billing statements or other CBSD
communications to Cardmembers ("Inserts"); (iii) bangtails,
including outer envelope bangtails and remittance envelope
bangtails ("Bangtails"); (iv) telemarketing to Cardmembers;
(v) voice response unit ("VRU") response to Cardmember
inquiries; and (vi) any other method agreed to by the parties.
CBSD and Provider shall agree upon the marketing channel,
timing and frequency of all solicitations and the number of
Cardmembers to be solicited.

(b) CBSD may market the Program itself, from time to time and upon
the agreement of the parties. In addition, CBSD shall have the
option from time to time, at its expense, to inform
Cardmembers of the availability of the Program in newsletters,
brochures or solicitations sent to Cardmembers that refer to
various goods and/or services made available to Cardmembers
and prospective Cardmembers by CBSD, Provider and/or third
parties. CBSD shall submit to Provider, for its review and
prior approval, which approval shall not be unreasonably
withheld or

1
<PAGE>

delayed, those portions of any such material that refer
specifically to Provider or the Program.

(c) The parties have agreed upon a marketing plan for calendar
years 2002 and 2003. The annual marketing plan for 2003 is
attached to this Program Exhibit. Provider shall deliver an
annual marketing plan for each subsequent calendar year that
this Program Exhibit remains in effect to CBSD by a mutually
agreed date, but no later than August 15 of each year. The
contents of the marketing plan are for planning purposes only,
and do not constitute or evidence any obligation of any nature
with respect to delivery of leads by CBSD or any guarantee by
Provider of a certain volume of sales or amount or type of
revenue.

(d) Provider shall, by the ** business day of each calendar month
while this Program Exhibit remains in effect, submit to CBSD
in writing an update of actual revenues for the preceding
calendar month and a projection of all Program memberships and
revenue for the current calendar month and a monthly forecast
of revenues against the then-current annual marketing plan.
Provider understands that the accuracy of such monthly
forecasts is of the utmost importance to CBSD, and agrees that
in the event of any deviation of ** percent (**%) or more
between the forecast revenues and actual revenues that occurs
in each month of any period of ** consecutive months during
the term of this Program Exhibit, then Provider shall promptly
implement a mutually agreed upon plan of corrective action.
Each month during the term of this Program Exhibit, the
parties shall review, by telephone, the performance during the
preceding month and the current monthly forecast.

----------
** This information is confidential and has been omitted and filed
with the Securities and Exchange Commission.

(e) The parties shall meet on a quarterly basis to review Program
performance and update the marketing plan.

IV. Development of Marketing Materials

(a) Prior to production or implementation of any Marketing
Materials, Provider shall send to CBSD written proposals that
cover all stages of creative development, including but not
limited to, positioning, marketing objectives, direct
marketing dates, direct marketing production schedules, a test
brief with impact on revenue and measures of success, and a
description of credit and billing processes. CBSD shall have
the final right of approval of the design and content of all
Marketing Materials. Provider shall brand Marketing Materials
in strict compliance with Attachment A.

(b) Provider agrees, at its sole expense, to develop and test
customized Marketing Materials for the Program.

(c) Provider shall use the dimensions and specifications provided
by CBSD to prepare Inserts and Bangtails above and all such
Inserts and Bangtails shall be identified with the form number
provided by CBSD to facilitate record keeping.

2
<PAGE>

(d) Provider shall adhere to the marketing schedules and
requirements mutually agreed upon. Provider shall notify CBSD
at least (5) business days in advance in the event that
Provider expects it may be unable to meet any such schedule.
Notwithstanding this five (5) day notice requirement, in the
event Provider decides it is unable to use the telemarketing
leads provided by CBSD, it must so inform CBSD at least
fifteen (15) business days in advance of the month in which
such leads were to be used.

(e) Provider shall obtain CBSD's written approval prior to
changing any Marketing Materials or other communications to
Cardmembers, regardless of whether the Marketing Material or
other communications has been previously reviewed or approved
by CBSD.

(f) Provider shall submit Marketing Materials that it intends to
use in the Program for review and approval by CBSD (i) upon
the request of CBSD; (ii) upon any reprinting without
revisions, in the event such Marketing Materials have not been
reviewed within the preceding six (6) months; (iii) at regular
six (6) month intervals regardless of whether the Marketing
Materials are being reprinted; and (iv) pursuant to the
provisions of Section IV(e) hereof.

(g) Provider shall hold as exclusive to this Program, as
designated in a further writing signed by Provider as
"exclusive" to CBSD (i) those Program attributes modified by
CBSD and /or Provider for the CBSD Program; and (ii) new
solicitation or fulfillment creative materials developed or
modified for the CBSD Program by CBSD or jointly by CBSD and
Provider.

V. Program Identification

In the event that CBSD elects to develop a proprietary name for the
Program, Provider shall ensure that all Marketing Materials refer to the Program
by the name selected by CBSD and identify Provider as the company solely
responsible for marketing and administrating the Program. The Marketing
Materials shall include the CBSD name, logo and/or other identifying corporate
marks as CBSD, in its sole discretion, deems appropriate. Provider shall not use
CBSD's name or any new Program name selected by the parties, CBSD's logo and/or
other identifying corporate marks on Marketing Materials unless CBSD has
reviewed the proposed use and provided written approval of such use prior to
dissemination of the Marketing Materials. Any new name selected by CBSD for the
Program shall be deemed to be a trade name owned solely by CBSD and may not be
used by Provider except as expressly authorized under this Agreement; provided
that (a) prior to the use of such name by CBSD, CBSD notifies Provider in
writing that such name is "exclusive" to CBSD; (b) such new name is not
descriptive of the Program or Services, a generic name for the Program or
Services, or confusingly similar to, or dilutive of, any trademark, service
marks trade name or designation in use by Provider, or for which Provider has
applied for a trademark registration; and (c) Provider has no liability for use
of such name by any person or entity that markets Provider's products or service
under a name selected by that person or entity.

3
<PAGE>

VI. Dedicated Account Manager

Provider shall designate at least two account managers for the Program,
subject to the prior approval of CBSD, who shall be dedicated on a full-time
basis to managerial responsibilities with respect to the Program. Provider shall
designate such other of its employees to the Program on a full-time or part-time
basis as the parties may determine from time to time upon their mutual consent.
CBSD shall have the right to require Provider to replace any account manager, if
Citi has sent to Provider written notice that such account manager has failed to
perform his or her duties to the satisfaction of CBSD or otherwise failed to
comply with any requirement with respect to the Program, and such failures have
not been addressed in a manner satisfactory to Citi within thirty (30) days of
such written notice.

VII. Program Membership/Contents of Solicitation Materials

(a) Unless the parties agree otherwise in writing, all Program
memberships will be offered on a monthly basis. All existing
Program memberships now offered on an annual basis will be
converted to monthly memberships at the time of the renewal
date for each membership beginning on March 1, 2003. All
annual memberships will be converted to monthly memberships
not later than February 29, 2004.

(b) **

----------
** This information is confidential and has been omitted and filed separately
with the Securities and Exchange Commission.

(c) All Marketing Materials used to enroll Cardmembers in the
Program shall include the following disclosures, as
applicable:

i. The membership fee for the Program.

ii. The initial offer for a free trial period, which
shall commence from the estimated time of the
Cardmember's receipt of the fulfillment kit, during
which time the Cardmember may enjoy the use of the
Program. If the Cardmember does not cancel his or her
participation during the trial period, he or she will
be automatically charged the full membership fee for
the Program on his or her Citi Card account.

iii. Following written notice from Provider to the
Participating Cardmember, the Citi Card account of a
Participating Cardmember with an annual membership in
the Program shall be automatically charged a renewal
membership fee at the then-applicable price every
year following the initial membership, unless the
Participating Cardmember notifies CBSD or Provider of
his or her desire to cancel membership in the
Program.

4
<PAGE>

iv. A Participating Cardmember has the right to cancel
his or her Program membership at any time by
providing written notice to, or by calling, either
Provider or CBSD. The Marketing Materials used for
all solicitations and the fulfillment kit shall
contain a toll-free telephone number the
Participating Cardmember may use to terminate his or
her membership.

VIII. Enrollment Processing

(a) Order/Sales Transaction

An order shall be deemed to take place when a Cardmember (i)
calls Provider or (ii) is called by Provider and accepts the
product offering.

Enrollment Transaction

An enrollment shall be deemed to take place when a
Participating Cardmember completes and returns to Provider a
written complete application or when Provider receives from
CBSD files with the Cardmember information (including the
Participating Cardmember's Social Security Number) that is
required by Provider. Provider will mail fulfillment materials
to a Participating Cardmember, in accordance with the
provisions of Section X hereof.

Notwithstanding the foregoing, no Cardmember's oral or written
agreement to enroll will be deemed to be complete and
effective until the Cardmember is informed and agrees that
his/her Citi Card account will be billed for the membership
fees, and upon such agreement, each such Cardmember shall be
deemed enrolled.

(b) **

----------
** This information is confidential and has been omitted and filed separately
with the Securities and Exchange Commission.

5
<PAGE>

IX. File of Participating Cardmembers

Provider shall set up and maintain required maintenance files as
documented in applicable provisions of the current Citi standard procedures,
which have been delivered to Provider by CBSD, in connection with billing and
administration of Participating Cardmembers' accounts. CBSD will compare
Participating Cardmember accounts against the CBSD credit card file, and will
notify Provider monthly of any changes of address, phone number, sequence number
and bill/no bill indicator.

X. Membership Fulfillment Kits

(a) Provider, at its sole expense, shall mail membership
fulfillment kits, that comply fully with all the requirements
of Attachment A, by means of first class mail, to all new
Program members within five (5) business days of each
enrollment. Each membership fulfillment kit will include, but
not be limited to, a Welcome Letter, Membership Card (if
applicable), a description of the Program benefits, any
mutually agreed membership benefit materials, and a Citibank
Plain Language Box. Provider shall not be permitted to make
any change to the fulfillment kit without the consent of CBSD.

(b) To ensure timely enrollment of new Participating Cardmembers
and mailing of membership kits, Provider shall maintain a
monthly fulfillment audit process. Provider shall supply
results of such audits and fulfillment kit inventory reports
to CBSD within five (5) business days of CBSD's request. In
the event such audit indicates that fulfillment is not in
compliance with this Section X, Provider shall cure such
noncompliance within ten (10) business days of CBSD's notice.

(c) CBSD shall have the right, upon prior reasonable notice to
Provider, to require Provider to insert in membership
fulfillment kits, quarterly Program letters and notices
disseminated to Participating Cardmembers, any CBSD materials
or materials pertaining to any other program or service
available to Cardmembers at no cost to CBSD, provided that
such materials are mutually agreed upon by the parties, do not
result in increased postage cost to Provider, are consistent
with the dimensions of the Program materials, may be inserted
mechanically by machine and do not pertain to a fee-based
program or service, unless expressly approved by Provider, or
to a service or any other program competitive with the
Program. An insertion set-up fee, not to exceed $** for each
such set-up, will be paid to

----------
** This information is confidential and has been omitted and filed separately
with the Securities and Exchange Commission.

6
<PAGE>

Provider by CBSD based upon the level of effort required by
Provider and approved in advance by CBSD.

XI. Renewal of Membership of Participating Cardmembers

(a) Provider shall, at its sole expense, notify Participating
Cardmembers with a Program membership with a term of six
months or more of their automatic renewal between thirty (30)
and sixty (60) days prior to such renewal via a renewal
membership notice, in accordance with the requirements of
Attachment A. Each Participating Cardmember shall be deemed to
have exercised his or her right to renew his or her
participation in the Program from year to year unless and
until he or she notifies Provider or CBSD in writing or by
telephone of his or her intent to cancel.

(b) If, upon receipt of a Program membership renewal notice, a
Participating Cardmember cancels his or her membership in the
Program with a term of six months or more in accordance with
the terms set forth therein, Provider shall not submit a
charge to the Participating Cardmember's Citi Card account for
the then-applicable renewal fee. In addition, if any
Participating Cardmember cancels his or her annual membership
in the Program for any renewal term prior to payment for such
renewal annual membership in the Program being due as
reflected on his or her Citi Card account billing statement,
such Participating Cardmember shall be entitled to a full
refund of such annual membership fee.

(c) In the case of monthly membership in the program, Provider
shall, at its own expense, notify Participating Cardmembers of
any change in their membership fee, in a format acceptable to
CBSD, between thirty (30) and sixty (60) days prior to the
effective date of any such change.

XII. Compensation

(a) Compensation for all Program memberships sold until and
including July 31, 2002 will be calculated in accordance with
the provisions of the agreement between the parties that was
in effect at that time. Compensation for all Program
memberships sold on or after August 1,2002 will be calculated
separately for each of the portfolios that CBSD identifies as
"Citi," "Universal," "Oils," and "Associates." Unless
otherwise agreed upon by the parties in writing, Provider
shall pay to CBSD compensation in connection with the
marketing of the Program according to criteria set forth
below. The Program will be billed on a monthly basis unless
the parties agree otherwise in writing. In any such event the
terms of the compensation to be paid to CBSD will also be
specified in such writing.

(b) Compensation will be calculated for all portfolios upon Net
Membership Revenue. Net Membership Revenue shall mean total
revenue from each monthly billing of all memberships minus the
total amount of any credits or refunds of membership fees.
Should the Program membership fee be discounted to the

7
<PAGE>

Participating Cardmember in any way, CBSD shall nevertheless
be entitled to the applicable percentages of the Net
Membership Revenue. Any applicable sales or use tax imposed
with respect to the membership fees shall not be considered
part of Net Membership Revenue. Provider shall pay to CBSD the
Net Membership Revenue according to the following criteria:

**
----------
** This information is confidential and has been omitted and filed separately
with the Securities and Exchange Commission.

(c) In connection with the Citi and Universal portfolios, for the
period beginning on August 1, 2002 and ending on December 1,
2002, Provider shall, in addition to the compensation set out
in Section XII.(b) hereof, pay to CBSD compensation based upon
the number of Cardmembers available to be contacted after
Provider has processed (scrubbed) the leads provided by CBSD
against (a) its list of already-subscribing Cardmembers; (b)
DMA files, (c) State Do Not Call lists, and (d) military
installations and prisons (the "List Fee per Net Lead"). The
List Fee per Net Lead will be calculated upon on the basis of
the number of telemarketing sales made upon Cardmember
acceptance during each hour that telemarketing is conducted,
which quantity will not be diminished for any reasons
including, but not limited to, cancellation and unsuccessful
billing ("Sales per Hour") as set forth below.

<CAPTION>
Sales per Hour Range List Fee per Net Lead
-------------------- ---------------------

** $**
** $**
** $**
** $**
** $**

----------
** This information is confidential and has been omitted and filed separately
with the Securities and Exchange Commission.

(d) **

8
<PAGE>

** This information is confidential and has been omitted and
filed with the Securities and Exchange Commission.

(e) **

----------
** This information is confidential and has been omitted and filed
with the Securities and Exchange Commission.

(f) All payments by Provider to CBSD of compensation based upon
Net Membership Revenue and the Merchant Processing Fee shall
be made in accordance with the procedures set forth in Section
XIII hereof. Provider shall pay all other compensation owed to
CBSD hereunder on a monthly basis, due on the fifteenth day of
each month following the calendar month in which the
Participating Cardmember is billed. Payment of such
compensation by Provider will be made by wire transfer to an
account specified by CBSD. On the same day such wire transfer
is made, Provider will send to an address specified by CBSD,
and in a format acceptable to CBSD, information supporting the
amount of the payment made by Provider.

XIII. Billing Participating Cardmembers

(a) Provider shall comply fully with applicable provisions of the
current Citi standard procedures in connection with billing
and administration of Participating Cardmembers' accounts (the
"Billing Procedures"), copies of which have been furnished to
Provider. Provider shall submit to CBSD or to CBSD's
designated merchant processor, at CBSD's discretion (in either
case the "Processor"), at a location CBSD shall identify to
Provider, and in accordance with the Billing Procedures, the
data CBSD requires in order to debit or credit the accounts of
Cardmembers for the cost of membership enrollments, and the
amounts of refunds, respectively. Such data will be submitted
to the Processor in accordance with the time periods set forth
in the Billing Procedures, but data reflecting enrollments in
memberships shall be submitted no earlier than the date on
which the Cardmember has received the fulfillment kit for the
membership, plus any applicable trial period offered to the
Cardmember. Provider will submit all such data to CBSD through
electronic transmission or magnetic tape in a format
acceptable to CBSD and compatible with Processor's operational
systems (the "Billing Transmission").

9
<PAGE>

(b) Provider shall respond within three (3) business days of
receipt thereof to any written request from CBSD or the
Processor for an explanation or additional information
relating to the data contained in the Billing Transmission.

(c) Provider (i) warrants that the amounts contained on all
Billing Transmissions delivered to the Processor shall
represent balances legally due; and (ii) acknowledges CBSD's
exclusive right to determine each Cardmember's credit line and
eligibility.

(d) Processor shall provide the following services, as applicable:
(i) calculate the total amount of Net Membership Revenue
exclusive of any applicable sales tax or use tax imposed with
respect to the membership fees; (ii) remit to CBSD
compensation payable in accordance with the Agreement; and
(iii) deposit into Providers' account at CBSD ("Providers'
CBSD Deposit Account"), the balance of the Net Membership
Revenue ("Providers' Net Revenue") following a five (5)
business day delay; provided, however, that CBSD shall have
the right to deduct from such payments of Providers' Net
Revenue or from Providers' CBSD Deposit Account (a)
administrative or other fees that are due and payable to CBSD
by Provider and (b) amounts credited to Participating
Cardmembers as cancellation reimbursements or chargebacks of
Program Charges previously paid; and provided further that
CBSD shall have no obligation to collect or remit to Provider
membership fees from Cardmembers whose privileges are
terminated by action of CBSD or the Cardmember for any reason.
For the purposes of this Agreement, a "chargeback" means the
crediting of a Cardmember account because of an irregularity
regarding a sale or because of some other deviation from
standard Citibank billing procedures; a "cancellation
reimbursement" means any obligation arising from a
Cardmember's cancellation of participation in the Program or
termination of a Cardmember's participation by Provider or
CBSD.

(e) CBSD reserves the sole right to: (i) designate an alternative
Processor and shall provide Provider with 60 days notice (with
full technical details) prior to the effective date of such
change, and (ii) modify the billing process described herein
and the applicable Billing Procedures upon 10 business days
written notice to Provider from the time specifications are
provided.

XIV. Customer Service and Performance Standards

Provider shall ensure that its customer service staff is sufficient at
all times to meet the standards described in Attachment D.

XV. MIS Standards

Provider shall submit to CBSD the information described in Attachment
C, and all other reasonable requests for information within two (2) business
days of request by CBSD.

XVI. Program Termination

10
<PAGE>

(a) In addition to CBSD's right to terminate the Agreement as set
forth in Article XI of the Agreement, CBSD may also terminate
a Program, or any portion thereof, upon ninety (90) days
notice if terminated without cause, and in accordance with the
provisions of Articles XI.(B) (1) or (2) of the Program
Provider Agreement, which are hereby incorporated into this
Program Exhibit, if terminated with cause. In the event of
termination of a Program, whether with or without cause, CBSD
may, at its sole option:

i. allow Provider to either extend or renew the
membership of any Participating Cardmember for a
period of three years following Program termination
or until the Cardmember's membership is canceled by
either the Cardmember or Provider. In such event,
Provider shall pay CBSD the compensation described in
Section XII hereof on Net Membership Revenue paid by
such Cardmembers for the duration of the
Participating Cardmembers' participation; or

ii. transfer all Participating Cardmembers to another
program designated by CBSD, at such time as CBSD
specifies. If the termination has been without cause,
then such time shall not be less than three years
after notice of termination by CBSD. In such event,
Provider shall continue to service and bill the
Participating Cardmembers until the conversion to
another CBSD-designated program is complete, in a
manner as though the Cardmembers were not converting.
Provider shall ensure all renewals are paid for by
means of CBSD credit cards, unless otherwise required
by law or agreed to by CBSD; provided, however, that
Participating Cardmembers may pay for Program
memberships by means of a Visa or MasterCard credit
card issued by an entity other than CBSD if such
Cardmembers specifically request to use such payment
means or by other mutually agreed upon payment
methods. Provider shall ensure that appropriate MIS
reports are prepared in accordance with Attachment C
to reflect these payments and facilitate the payment
of compensation to CBSD pursuant to Section XII
hereof. Provider shall cooperate fully with CBSD
and/or its designated service provider to achieve the
complete, orderly, and effective transfer of
Participating Cardmembers from Provider to the new
service or program, subject to provider's rights in
confidential or proprietary information and
intellectual property.

(b) In the event such termination of a Program, or any portion
thereof, is with cause, CBSD may also, at its option,
terminate the Program. In such event, Provider shall notify
all Participating Cardmembers with respect to the termination
of the Program and shall provide refunds of the most recent
annual and monthly fee payments to all Participating
Cardmembers as described above.

(c) Notwithstanding the provisions set forth in this Section XVI,
in the event of a material breach by Provider of its
obligations hereunder after the date the Program

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is terminated without cause pursuant to this Section XVI,
including but not limited to its obligation to provide all the
benefits of Program membership to a Cardmember, CBSD may, in
its sole discretion, direct Provider to discontinue all
renewal billing. In such event, Provider shall (i) notify all
Participating Cardmembers with respect to the termination of
the Program, with such notice subject to prior review and
approval of CBSD; (ii) continue to provide Services to
Participating Cardmembers for the remaining time period for
which Cardmembers had been billed; and (iii) discontinue all
renewal billing. If Provider is no longer able to continue to
provide all benefits of Program membership to Cardmembers, it
shall immediately refund to each Cardmember a pro rata portion
of the annual or monthly membership fee it has collected on
account of such Cardmember's membership in the Program.

THE FOREGOING PROGRAM EXHIBIT IS ENTERED INTO, EFFECTIVE AUGUST 1,
2002, BY CBSD AND PROVIDER.

CITIBANK (SOUTH DAKOTA), N.A. INTERSECTIONS, INC.

By: /s/ DOUGLAS S. MORRISON By: /s/ KEN SCHWARZ
------------------------------- ----------------

Name: DOUGLAS S. MORRISON Name: Ken Schwarz
--------------
Title: VP CitiCards
Chief Fin. Officer/0 & T Finance Title: COO
0000391579
Sioux Falls, SD
(605) 331-2855

CITICORP CREDIT SERVICES, INC.

By: /s/ SUE YASAV
------------------------------

Name: SUE YASAV

Title: Vice President
Personnel no: 5212386
Citicorp Credit Service, Inc.
1 Court Square-26th Floor
Long Island City, NY 11120