<PAGE>   1
                                                                   Exhibit 10.5


                                             EXHIBIT 10.5 CERTAIN PORTIONS OF
                                             THIS EXHIBIT HAVE BEEN OMITTED AND
                                             FILED SEPARATELY WITH THE
                                             SECURITIES AND EXCHANGE COMMISSION
                                             PURSUANT TO A REQUEST FOR
                                             CONFIDENTIAL TREATMENT. THE SYMBOL
                                             "****" HAS BEEN INSERTED IN PLACE
                                             OF THE PORTIONS SO OMITTED.

                                    AGREEMENT

This Agreement ("Agreement") is made as of the 1st day of March, 1999, by and
among MasterCard International Incorporated, a Delaware corporation having its
principal place of business at 2000 Purchase Street, Purchase, NY 10577-2509
("MasterCard") and Citibank, N.A., a national banking association, having its
principal place of business at 399 Park Avenue, New York, NY 10043, Citibank
(South Dakota), N.A., a national banking association having its principal place
of business at 701 East 60th Street North, Sioux Falls, SD 57117, Citibank
(Nevada), N.A., a national banking association having its principal place of
business at 8725 West Sahara Boulevard, Las Vegas, NV 89117, Universal Bank,
N.A., a national credit card bank, having its principal place of business at 200
Brookstone Centre, Columbus, GA 31904, Universal Financial Corp., a Delaware
corporation having its principal place of business at 5201 Amelia Earhart Drive,
Suite 1000, Salt Lake City, UT 84116, The Travelers Bank USA, a national bank,
having its principal place of business at 100 Commerce Drive, Newark, DE 19713,
and Travelers Bank & Trust, FSB, a federal savings bank, having its principal
place of business at 100 Commerce Drive, Newark, DE 19713, for themselves and on
behalf of their Affiliates as defined below and pursuant to Section 3.8 (the
foregoing entities and such Affiliates being individually and collectively
referred to herein as "Citibank").

WHEREAS, certain Affiliates of Citibank are members of MasterCard and are
licensed by MasterCard to issue MasterCard Cards (defined below) pursuant to
MasterCard's Bylaws, rules and regulations; and

WHEREAS, the parties desire to provide terms for an arrangement for Citibank to
issue MasterCard as its exclusive brand for Cards (defined below), except as
otherwise expressly permitted herein,

NOW, THEREFORE, the parties do hereby agree as follows:

1.       DEFINITIONS

As used herein, the following terms shall have the indicated meanings:

1.1      "Affiliate" shall mean with respect to any Person, any other Person
         that, directly or indirectly through one or more intermediaries,
         controls, or is controlled by or is under common control with, such
         Person. The term "control" (including, with its correlative meanings,
         "controlled by" or "under common control with") means possession,
         directly or indirectly, of power to direct or cause the direction of
         management or policies (whether through ownership of securities or
         partnership or other ownership interests, by contract or otherwise) and
         shall additionally include relationships involving "control" within the
         meaning of the Bank Holding Company Act, 12 U.S.C. Section 1841 et seq.

1.2      "Brand on the Back" shall have the meaning set forth in Section 2.2.

1.3      "Card" shall mean a MasterCard card or any general purpose card, which
         shall mean any charge, credit, or point of sale debit program, or any
         combination thereof. Card shall also include the account number or
         alternative modes of access to the underlying credit, debit or charge
         account (e.g., a convenience check). Card shall not include a Diners
         Club or Carte Blanche card.
<PAGE>   2
1.4      "Core Services" shall consist of ****.

1.5      "Issuer Fees" shall mean MasterCard issuer fees and assessments on
         MasterCard Volume that MasterCard imposes on its member institutions
         that issue MasterCard Cards, but shall not include any foreign exchange
         (FX) fees or merchant investment fees that are collected at the time of
         or in connection with interchange revenue received by the issuer.

1.6      "MasterCard Brand on the Back Cards" shall mean MasterCard Cards issued
         with Brand on the Back as set forth in Section 2.2.

1.7      "MasterCard Card" shall mean a Card containing the name, logo,
         hologram, or service marks of MasterCard including, without limitation,
         MasterCard, Maestro, Cirrus or other MasterCard brand, and shall be
         issued in accordance with MasterCard rules, procedures, regulations and
         standards in effect from time to time. However, Maestro and Cirrus
         Cards shall not be included within MasterCard Cards for the purpose of
         calculating MasterCard Volume.

1.8      "Citibank MasterCard Volume Share" shall have the meaning set forth in
         Section 3.3.

1.9      "Citibank MasterCard Volume Targets" shall mean, for each successive
         12-month period during the Term commencing July 1, 1999 (each such
         period a "Measuring Period"), minimum Citibank MasterCard Volume in the
         amounts set forth on Exhibit A attached hereto.

1.10     "Other Services" shall mean all member-specific optional services as
         they exist today and all future optional member services provided or
         conducted by MasterCard in connection with any aspect of the conduct or
         processing of MasterCard transactions, the costs of which are charged
         or apportioned among participating MasterCard member institutions,
         other than Core Services, and shall include, without limitation,
         customized, user-based or member-specific services.

1.11     "Person" means an individual, corporation, partnership, trust,
         unincorporated organization, government or any agency or political
         subdivision thereof or any other entity that may be treated as a person
         under applicable law.

1.12     "Standard MasterCard Pricing" shall mean the Issuer Fees that would
         apply to Citibank for the period in issue in the absence of this
         Agreement, including any incentive arrangements that would otherwise
         apply.

1.13     "Test Cards" shall mean a limited number of MasterCard Brand on the
         Back Cards issued by Citibank under the terms of Section 2.2B.

1.14     "U.S." shall mean the states of the United States of America and the
         District of Columbia.


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<PAGE>   3
1.15     "Volume" shall mean for the period of calculation (e.g., a calendar
         quarter), the aggregate U.S. dollar amount reflecting all activity on
         or in association with U.S.-issued Cards, such activity to include
         purchases of goods and services charged to U.S.-issued, consumer and
         commercial credit and off-line (e.g., signature-based CVM, dual
         message, 0200 format) debit MasterCard Cards (not including Cirrus or
         Maestro) the principal amount of cash advances charged to such
         MasterCard Cards, and other activity billed or satisfied through a
         MasterCard relationship (e.g., balance consolidations, payoffs) in
         association with the appurtenant accounts. However, Volume shall not
         include account fees, finance charges, delinquency, over-the-limit
         fees, NSF check fees, and similar penalties or charges levied by
         Citibank by reason of the Cardholder's payment behavior or performance
         of Citibank Card obligations. References to "Citibank Card Volume"
         shall mean the U.S. dollar amount of all such activity on all Citibank
         Cards (subject to Section 3.3A), without regard to brand, and
         references to "Citibank MasterCard Volume" shall mean the U.S. dollar
         amount of all such activity on Citibank MasterCard Cards, other than
         Maestro or Cirrus Cards.

1.16     "1998 Citibank Card Volume" shall have the meaning set forth in Section
         2.1.

2.       GENERAL OBLIGATIONS OF MASTERCARD

In consideration of Citibank's full and timely performance of this Agreement,
MasterCard shall provide the following consideration to Citibank:

2.1      Standard MasterCard Pricing shall apply for the period through and
         including May 1, 1999. Commencing thereafter, Citibank Issuer Fees for
         Citibank MasterCard Volume shall be subject to the following
         alternative rates in lieu of Standard MasterCard Pricing, all Issuer
         Fees to be paid by Citibank at such intervals and in the manner
         provided for payment of Issuer Fees published and applicable to
         MasterCard members generally from time to time. These rates shall apply
         to Volume on Citibank MasterCard Cards issued and owned exclusively by
         Citibank (which, shall include co-branded Citibank MasterCard Cards in
         which the co-brander reserves an interest in the Citibank MasterCard
         Cards upon termination of the co-branding relationship but only for the
         duration of the Citibank/co-brander MasterCard Card issuance
         relationship). The rates shall remain in effect as long as Citibank
         MasterCard Volume for each Measuring Period is at least equal to or
         exceeds the Citibank MasterCard Volume Targets, and Citibank otherwise
         complies with all material requirements of this Agreement. In the event
         Citibank fails to meet any Citibank MasterCard Volume Target in any
         Measuring Period, the provisions of Section 3.3 shall apply. While in
         effect, the following rates shall also be inclusive of all MasterCard
         charges for Core Services and MasterCard shall make no incremental,
         additional charge to Citibank for any such Core Services. In addition,
         MasterCard shall make no material changes in the definition, nature and
         scope of Core Services for purposes of this Agreement without the
         consent of Citibank. Citibank shall be liable under MasterCard rules,
         regulations and Bylaws for any penalties or other charges in connection
         with MasterCard Card transactions under such rules, regulations and
         Bylaws, except as provided and in the event of an extraordinary event
         or circumstance requiring a cost or expense outside MasterCard's budget
         or reserves established for such purpose, MasterCard shall have the
         right to issue special assessments to Citibank on a basis proportionate
         to MasterCard voting rights with all other MasterCard issuers. The
         alternative rates shall be as follows:



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<PAGE>   4
         A.       Commencing on May 1, 1999, and continuing for the period
                  through and including the conclusion of the calendar month in
                  which Citibank begins full implementation of the systematic
                  conversion of Citibank Visa Cards to MasterCard Cards as
                  plastics expire or are reissued ("Conversion Implementation
                  Date"), Citibank's Issuer Fees shall be calculated as **** of
                  Citibank MasterCard Volume.

         B.       Effective after the Conversion Implementation Date, and
                  continuing, if at all, until the beginning of the calendar
                  quarter, if any, when Citibank issues the initial MasterCard
                  Brand on the Back Card other than Test Cards (as described in
                  Section 2.2B), Citibank's Issuer Fees shall be calculated as
                  **** of Citibank MasterCard Volume. However, in the event
                  Citibank issues any MasterCard Brand on the Back Card, other
                  than Test Cards pursuant to Section 2.2B, then in lieu of the
                  **** rate if then in effect, Citibank's Issuer Fees shall
                  convert to the below-stated rates based on the MasterCard
                  brand share percentage of overall Citibank Card Volume
                  ("Conversion Thresholds"), starting with the calendar quarter
                  in which the first such Brand on the Back Card is issued:

<TABLE>
<CAPTION>
                                                      Citibank Rate on All
                   Volume Conversion Thresholds       Citibank MasterCard Volume
                   ----------------------------       --------------------------
<S>                <C>                                <C>
                    Citibank MasterCard Volume        ****
                       is less than 60% of
                      Citibank Card Volume*

                    Citibank MasterCard Volume        ****
                         is 60% to 80% of
                      Citibank Card Volume*

                    Citibank MasterCard Volume        ****
                      is greater than 80% of
                      Citibank Card Volume*
</TABLE>

                  *Citibank Card Volume, for purposes of this calculation,
                  includes all Citibank Visa Card Volume, whether or not
                  converted to MasterCard pursuant to Section 3.1.

         C.       Subject to Citibank timely providing the reports required by
                  Section 3.6, MasterCard shall perform a quarterly
                  reconciliation of Citibank's Issuer Fees and each party agrees
                  to promptly make an appropriate reimbursement to the other
                  party to account for any excess sum that may have erroneously
                  been generated in its favor as demonstrated by such
                  reconciliation.

         D.       Citibank acknowledges that outside of the U.S., Issuer Fees
                  shall be set and established by the applicable MasterCard
                  Board of Directors and charges for non-U.S. issued-Cards shall
                  be subject to Issuer Fees and charges as so set and
                  established by such Boards. Similarly, Core Services shall not
                  be deemed to be included in non-U.S. Issuer Fees and Citibank
                  agrees to comply with the procedures and charges for such Core
                  Services as are established outside of the U.S.

         E.       Citibank acknowledges that MasterCard shall establish fees for
                  all Other Services (U.S. and non-U.S.) from time to time and
                  Citibank shall comply with the procedures and charges for


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<PAGE>   5
                  Other Services as may be so established for Other Services
                  utilized by Citibank. However, MasterCard shall not assess
                  fees for Other Services to Citibank other than on the most
                  favorable terms made available to other MasterCard issuers
                  based on comparable MasterCard Volume.

         F.       ****.

2.2      A.       MasterCard shall develop and present to its Global Board of
                  Directors (the "Board"), a proposal to revise its Rules,
                  regulations, guidelines and standards relating to Card face
                  and reverse side design (currently set forth in Article 2 of
                  the MasterCard Rules and applicable procedures and
                  regulations). Such revisions shall permit Citibank to test
                  and, subject to the test being successful in the reasonable
                  opinion of Citibank under commercially reasonable standards
                  and the results of the test being shared with MasterCard,
                  issue MasterCard Brand on the Back Cards with a Citibank name
                  or marks on the front, and the MasterCard name and marks to be
                  depicted on only the back of the MasterCard Card, provided
                  that the MasterCard name, hologram, and marks are depicted on
                  the reverse side thereof, upon such reasonable conditions,
                  rules, brand identification requirements and transition
                  procedures as MasterCard may require for the purpose of
                  mitigating customer confusion and maintaining MasterCard brand
                  value, good will and the integrity of the MasterCard
                  acceptance brand ("Brand on the Back"). If such proposal is
                  approved, Citibank shall undertake at its expense such
                  advertising, promotion, and education programs (excluding
                  internal MasterCard rules changes and related communications
                  to MasterCard members) to its customers concerning such
                  MasterCard Brand on the Back Cards change in card design and
                  acceptance procedures relating to the issuance, acceptance or
                  use of Citibank MasterCard Brand on the Back Cards, as it
                  shall consider appropriate provided such programs meet
                  requirements adopted or authorized by the Board. The parties
                  shall undertake to cause all MasterCard Brand on the Back
                  Cards to continue to maintain all MasterCard brand
                  functionality. Except as otherwise provided in this Agreement,
                  the MasterCard mark shall be the sole acceptance mark for
                  MasterCard Brand on the Back Cards at point-of-sale and
                  point-of-transaction. The failure of the Board to approve such
                  MasterCard Brand on the Back proposal shall not constitute a
                  default or breach of this Agreement by MasterCard, ****.

                           To the extent other MasterCard issuers issue
                  MasterCard Brand on the Back Cards commencing at or about the
                  same time as Citibank commences to issue such Cards,
                  MasterCard shall use commercially reasonable efforts to cause
                  such other issuers to assume costs of education programs to
                  their customers concerning such MasterCard Brand on the Back
                  Cards.



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<PAGE>   6
         B.       Prior to issuing MasterCard Brand on the Back Cards generally,
                  and subject to the Board's approval, Citibank shall have the
                  right to conduct such tests as it deems commercially
                  reasonable of MasterCard Brand on the Back Cards by issuing
                  Test Cards provided that total Test Cards shall not exceed
                  25,000 Cards. The provisions of Section 2.2A shall apply to
                  the issuance of Test Cards and the conduct of the test. If,
                  upon conclusion of the tests, Citibank elects not to issue
                  MasterCard Brand on the Back Cards, Citibank shall replace all
                  Test Cards not later than the reissue date of outstanding Test
                  Card plastics, and Citibank shall not issue any additional
                  MasterCard Brand on the Back Cards. Provided that Citibank
                  complies with these conditions, the issuance of Test Cards and
                  the conduct of the related tests shall not cause the pricing
                  provisions of Section 2.1B to apply.

2.3      On or prior to November 30, 1999, MasterCard will modify the
         restriction of "any airline, no blackout dates" that precludes Citibank
         AAdvantage Card from qualifying as a World MasterCard Card program and,
         as applicable, a MasterCard Corporate Card program, provided that
         Citibank meets all program requirements of World MasterCard Card and
         MasterCard Corporate Card other than the requirements of "any airline,
         no blackout dates" on its World MasterCard Card reward feature
         (however, at minimum, a single airline reward feature shall be
         required). To the extent MasterCard so qualifies the Citibank
         AAdvantage Card as a World MasterCard Card program and Corporate Card
         program and Citibank meets the other program requirements, Citibank
         shall be entitled to issue such Cards with the benefits and features of
         such MasterCard programs.

2.4      Any and all taxes due on any payments made to MasterCard by Citibank,
         including but not limited to any sales, use, excise, income or similar
         taxes that may be due thereon, shall be apportioned, allocated,
         reported and remitted in accordance with MasterCard rules and
         regulations applicable to MasterCard members generally with respect to
         such transactions.

3.       CITIBANK'S BRAND EXCLUSIVITY AND OTHER OBLIGATIONS

3.1      ****.



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<PAGE>   7
3.2      A.       Citibank shall use commercially reasonable efforts to support,
                  incent and retain all MasterCard Cards and shall maintain all
                  MasterCard Cards as MasterCard Cards for the duration of the
                  cardholders' relationship with Citibank during the Term of
                  this Agreement. Additionally, in no event, and at no time
                  during the Term (except as permitted by this Agreement), shall
                  Citibank issue any Card other than a MasterCard Card nor
                  convert, directly or indirectly, any MasterCard Card (without
                  regard to when or by what entity such MasterCard Card was
                  established, whether prior to or during the Term of this
                  Agreement) to any Card brand other than a MasterCard Card.

         B.       In the event Citibank sells or transfers any Citibank
                  MasterCard Cards to any Person, Citibank shall at its option:
                  i) affirmatively cause the brand-maintenance obligations of
                  Section 3.2(A) to be binding upon and expressly assumed by
                  such Person and provide in the sale agreement for MasterCard
                  to have the right to enforce such brand-maintenance obligation
                  directly against the purchaser/transferee (and no act or
                  omission of Citibank shall constitute a defense thereto); or
                  ii) Citibank shall have the right to discharge the obligations
                  of Section 3.2(A) with respect to the transferred Cards by
                  paying to MasterCard an Exit Fee for each Card to be so
                  transferred as follows:

                  1.       In the event that subtracting the Citibank MasterCard
                           Volume for the prior Measuring Period on the
                           MasterCard Cards


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<PAGE>   8
                           transferred would cause Citibank's remaining Citibank
                           MasterCard Volume for such Measuring Period to fall
                           below the Citibank MasterCard Volume Target for such
                           Measuring Period, the Exit Fee shall be calculated
                           for each MasterCard Card transferred as the product
                           obtained by multiplying: (i) the Citibank MasterCard
                           Volume for each Card transferred for: (a) the
                           36-month period preceding the date of such transfer
                           if such transfer occurs within five (5) years from
                           the date hereof, or (b) the 24-month period preceding
                           the date of such transfer if such transfer occurs
                           after five (5) years from the date hereof, times (ii)
                           the difference between the Issuer Fees charged to
                           Citibank hereunder and the Standard MasterCard
                           Pricing for each transferred MasterCard Card for the
                           period in issue. If this Agreement has been in effect
                           less than 36-months prior to the date of transfer,
                           then the parties will extrapolate from Citibank's
                           Citibank MasterCard Card Volume to date to determine
                           what the Volume would be had the applicable 36-month
                           anniversary date been reached and such figure will be
                           used for the calculation described above.

                  2.       In the event that subtracting the Citibank MasterCard
                           Volume for the prior Measuring Period on the
                           MasterCard Cards transferred would not cause the
                           remaining Citibank MasterCard Volume for such
                           Measuring Period to fall below the Citibank
                           MasterCard Volume Target for such Measuring Period,
                           no Exit Fee shall be required.

         MasterCard acknowledges and agrees that the Exit Fee represents
         MasterCard's sole remedy for Citibank's failure to cause MasterCard
         brand exclusivity for the transferred MasterCard Cards during the Term.
         Citibank acknowledges and agrees that this represents an accommodation
         to Citibank by MasterCard and is not intended to, and shall not,
         constitute a benchmark for adequate valuation or full compensation to
         MasterCard for the wrongful establishment of or conversion of
         MasterCard Cards to any other Card brand, or any other breach of this
         Agreement.

3.3      A.       ****.



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<PAGE>   9
         B.       ****.

         C.       In the event Citibank fails to meet or maintain the Citibank
                  MasterCard Volume Share in any calendar quarter, Citibank
                  shall have a period of two calendar quarters to cure the
                  failure, except that no right of cure shall apply if the
                  Citibank MasterCard Volume Share is less than **** such
                  calendar quarter. Citibank's failure to meet the Citibank
                  MasterCard Volume Share (or its failure to cure, if
                  applicable) or Citibank's failure to meet the Citibank
                  MasterCard Volume Targets in any Measuring Period, shall
                  constitute a material breach of this Agreement, provided that:
                  i) without limitation to MasterCard's remedies for such breach
                  (including, but not limited to, the remedy of injunctive
                  relief), Citibank's Issuer Fees shall revert to Standard
                  MasterCard Pricing commencing for the calendar year in which
                  Citibank so fails to meet the Citibank MasterCard Volume Share
                  requirement; and ii) in the event Citibank is unable to meet
                  the Citibank MasterCard Volume Target in any Measuring Period
                  due entirely to economic circumstances wholly beyond the
                  control of Citibank, such failure shall not be deemed a breach
                  of this Agreement for the Measuring Period, but Standard
                  MasterCard Pricing shall apply at MasterCard's option. In the
                  event MasterCard elects to not terminate this Agreement for
                  Citibank's breach of the foregoing requirements, MasterCard
                  shall make available to Citibank prospectively the Issuer Fees
                  provided in Section 2.1, provided that Citibank again meets
                  the Citibank MasterCard Volume Share requirement at all times
                  and fully compensates MasterCard for MasterCard's loss in
                  transaction revenue during the period in which Citibank failed
                  to meet such requirement and for any successive period(s) in
                  which it fails to do so. In the event Standard MasterCard
                  Pricing is made applicable to Citibank at any time during the
                  Term, Citibank shall receive credit against such Standard
                  MasterCard Pricing to the extent it has prepaid any element of
                  Standard MasterCard Pricing for the period in issue.

3.4      Citibank agrees to abide by all present and future MasterCard rules,
         regulations, Bylaws, policies and guidelines in effect from time to
         time, including by way of example and not limitation, those relating to
         the identification and promotion of the Citibank MasterCard Cards as
         MasterCard Cards. Citibank further agrees to take no act that could
         reasonably be expected to have the effect of damaging MasterCard or any
         MasterCard brand, financial operations or revenue streams in the
         management or operations of MasterCard, provided, however, that
         neither: i) the consummation of the transactions provided for in this
         Agreement (including, by way of example, the issuance of MasterCard
         Brand on the Back Cards upon the terms provided herein); nor ii) the
         promotion by Citibank of any of Citibank's proprietary names, marks or
         systems in a manner consistent with the requirements of this Agreement
         and the By-Laws, rules and regulations of MasterCard, shall


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<PAGE>   10
         constitute a violation of its obligation under this sentence.
         MasterCard shall not knowingly adopt any rule, by-law or regulation
         that would meaningfully preclude or frustrate Citibank's performance of
         its obligations or Citibank's receipt of the benefits hereunder,
         without which Citibank would be deprived of the essence of what it has
         contracted for, and, if any proposed MasterCard rule or regulation
         would have such effect, Citibank shall so advise MasterCard and
         MasterCard shall work with Citibank to amend the proposed rule or
         regulation prior to its adoption to eliminate such effect. If
         MasterCard does not amend the proposed rule or regulation in such
         manner, Citibank shall have the right to terminate this Agreement
         pursuant to the provisions of Section 4.1A.

3.5      Except as permitted by this Agreement, Citibank shall not issue,
         market, operate or promote any product or service that is branded or
         marked with or utilizes a name, mark or system of American Express,
         Visa International, Visa U.S.A., Discover, JCB, or any general purpose
         Card-based payment system, (other than Citibank Diners Club and
         non-Card-based products, services or devices not labeled or promoted
         with any such name, mark or system) provided that the use of the
         acceptance mark of a regional network system (e.g., NYCE) on a Citibank
         Card shall not be deemed a violation hereof. However, Citibank shall
         have the right to enter into or maintain an agreement with American
         Express Travel Related Services provided that such relationship is
         limited exclusively to travel and/or insurance services (other than in
         association with a Card program) and the operation and promotion of the
         relationship is not done in such a manner that could reasonably be
         expected to: i) suggest a false origin or association of any American
         Express Card product or service with Citibank or any of Citibank's
         products, services, facilities or activities; ii) cause confusion or
         uncertainty about MasterCard's exclusive relationship with Citibank; or
         iii) misappropriate goodwill otherwise derived from this Agreement.

3.6      As a condition to MasterCard's obligations under Section 2.1, within
         fifteen (15) days following the close of each calendar quarter
         ("Performance Quarter"), Citibank shall report in appropriate detail in
         the MasterCard Program Quarterly Statistics Report and such other
         reports as MasterCard may reasonably request, information concerning
         the actual number of Cards established and converted, total Cards
         issued and Volume for the preceding Performance Quarter, itemized by
         Card brand and program. MasterCard and its designated auditors shall
         have the right to audit Citibank's books and records relating to any
         information contained in such reports by giving prior notice of the
         scope and nature of the review and not less than thirty (30) days
         notice to Citibank. Such audit shall be conducted at MasterCard's
         expense and shall be for the purpose of verifying such information and
         Citibank's compliance with this Agreement. Citibank shall cooperate,
         and cause the cooperation of its independent auditors and other
         necessary personnel, in the conduct of any such audit by MasterCard and
         the audit shall be done in a manner as to not unreasonably interfere
         with the normal business and operations of Citibank. In the event any
         such audit reveals a discrepancy or the overpayment or underpayment of
         any sums owing hereunder, the party involved shall promptly pay the
         other party all amounts determined by the audit to be due or owing to
         the other party by reason thereof. In the event such discrepancy or
         underpayment by Citibank exceeds ten percent of the Issuer Fees due
         from Citibank for any calendar quarter, Citibank shall reimburse
         MasterCard for the reasonable costs and expenses of the audit.

3.7      Nothing contained in this Agreement shall prohibit, preclude or limit
         Citibank from acting as an


                                       10
<PAGE>   11
         acquirer of merchant transactions in a manner consistent with all
         present and future MasterCard rules, regulations, Bylaws, policies and
         guidelines in effect from time to time in its merchant processing
         business or operations, provided that Citibank shall not discriminate
         against MasterCard in the conduct of such business and operations, as
         provided in the MasterCard By-laws.

3.8      Citibank agrees that the obligations stated herein shall be binding
         upon, and Citibank shall cause the express execution of the terms
         hereof by, any Affiliate of Citibank that now or at any time during the
         Term issues, acquires, markets or services any U.S.-issued Card or Card
         issued to any U.S. resident, within thirty (30) days of the Affiliate's
         commencement of such activity. However, nothing contained herein shall
         preclude any Citibank Affiliate from acting solely as an administrator,
         trustee, obligor, indenture holder, paying agent, investment advisor or
         similar service provider or holder of securitized receivables of a
         non-Affiliate provided that such Affiliate takes no part in the
         management or brand decision of the non-Affiliate's Card business or
         operations other than to exercise customary securitization functions in
         a manner consistent with securitization activity generally. The
         signatories to this Agreement shall cause all such Affiliates to affirm
         to MasterCard their consent to and compliance with this Agreement at
         such times and in such form as MasterCard may reasonably request.
         Citibank agrees and acknowledges that compliance with the obligations
         of this Agreement by all Citibank Affiliates as provided above is a
         material term of this Agreement.

         TERM AND TERMINATION

4.1      This Agreement shall be for a Term commencing as of the date hereof and
         continuing for a period through and including June 30, 2009 ("Term"),
         provided that the obligations set forth in Articles 5, and 6, and
         Sections 7.1, 7.2, 7.4 and 7.8 shall survive the expiration or
         termination of this Agreement, and further provided that the
         obligations set forth in Section 3.6 shall survive for a period of six
         (6) months after termination and Citibank shall thereafter, for as long
         as Citibank is a MasterCard member, make such periodic reports as are
         required of MasterCard members generally. Prior to the expiration of
         the Term, either party may terminate this Agreement by giving notice to
         the other party, such termination to be effective upon a date not less
         than 90 days after the date of such notice, under the following
         circumstances:

         A.       Should the other party fail to observe or perform any of its
                  obligations of this Agreement, which failure is not cured
                  within thirty (30) days after notice thereof, or if cure
                  cannot be effected in such time, such additional time as is
                  necessary to cure using commercially reasonable efforts,
                  provided that the failure of the cure period to expire shall
                  not preclude either party from seeking an order of injunctive
                  relief with respect to any breach or threatened breach,
                  provided, however, that no cure right shall apply to any of
                  the obligations stated in Section 3.3 except for the cure
                  right provided therein; or

         B.       In the event any of the following occur: (i) a party (the
                  "defaulting party") admits in writing its inability to pay its
                  debts generally as they become due; (ii) the defaulting party
                  becomes insolvent (whether by balance sheet insolvency or a
                  failure to meet obligations in the ordinary course) or makes
                  an assignment for the benefit of creditors or calls a meeting
                  of creditors; (iii) the defaulting party files any voluntary,
                  or if there is filed against such party an involuntary,
                  petition in bankruptcy under the U.S. Bankruptcy Code, or any
                  similar state


                                       11
<PAGE>   12
                  or local bankruptcy or insolvency laws (as now or in the
                  future enacted or amended) or if the defaulting party makes an
                  admission seeking relief as therein allowed; provided, that in
                  the event of any involuntary petition, the defaulting party
                  shall have a period of sixty (60) days from the date of filing
                  thereof to discharge the same; (iv) the defaulting party
                  consents to the appointment of a receiver for all or a
                  substantial portion of its property or in the event such party
                  is the subject of a takeover or extraordinary regulatory
                  action such as a memorandum of understanding, by its
                  applicable regulator; and/or (v) a court of competent
                  jurisdiction assumes custody, attaches or sequesters all or a
                  material portion of the defaulting party' property or assets,
                  which custody, attachment or sequestration is not suspended or
                  terminated within sixty (60) days from the inception thereof.

4.2      Citibank shall have the sole right to terminate this Agreement without
         penalty effective on or after November 30, 1999, in the event of a
         MasterCard Non-Action as contemplated by Section 2.2A, provided that,
         to exercise this right, Citibank must give MasterCard 90 days prior
         notice of its intention to so terminate. Such right to terminate shall
         expire, if not earlier exercised, ninety (90) days after the passing of
         the deadline date for the MasterCard Non-Action (if not cured during
         such period) that is relied upon in the notice of termination.

4.3      Citibank shall have the right to terminate this Agreement without
         penalty in the event the any of the following actions fail to take
         place as of the indicated dates: ****

4.4      The parties acknowledge that any issuance of Cards by Citibank other
         than MasterCard Cards except as permitted by this Agreement, any brand
         conversion of MasterCard Cards, any failure to meet the Citibank
         MasterCard Volume Targets, or any uncured failure to meet the
         MasterCard Volume Share requirements of Section 3.3, may cause
         immediate and irreparable damages to MasterCard, its brand, and its
         goodwill, which damage may not be fully compensable in money damages.
         Accordingly, MasterCard shall have the right to seek an order for
         injunctive relief in any court of competent jurisdiction. In connection
         with any such proceeding for injunctive relief, Citibank hereby waives
         any requirement for MasterCard to post a bond or other undertaking in
         connection with the application for any such relief.



                                       12
<PAGE>   13
4.5      The above provisions shall be in addition to all other rights and
         remedies provided hereunder or that such party may otherwise possess at
         law or in equity. In any action or proceeding pursuant to this
         Agreement or the subject matter hereof, the prevailing party shall be
         entitled to a recovery of its costs and attorney's fees from the
         non-prevailing party.

4.6      In the event that: (A) (i) MasterCard ceases to provide (through no act
         or omission of Citibank) Card services substantially similar to those
         services it provides as of the date hereof; (ii) MasterCard's role in
         the conduct and operations of Card-based payment systems generally in
         the United States (measured by its available industry-wide
         functionalities and giving consideration to association transaction
         volumes) is materially diminished from its role as of the date hereof;
         (iii) MasterCard ceases to be a commercially viable entity in the
         provision of general purpose payment systems in the U.S.; or (iv) a
         governmental body with legislative, rule making or judicial authority
         enacts a final, non-appealable rule or law or issues an order which
         will, in a material way, prevent Citibank from engaging in essential
         activities necessary for it to receive the benefits of this Agreement;
         and (B) as a direct result of such event or circumstance, Citibank's
         ability to effectively compete against similarly-situated financial
         institutions in consumer payments is materially and adversely affected
         ( (A)(i), (ii), (iii), (iv) and (B) collectively the "Industry
         Issues"), the parties shall meet within a period of thirty (30) days of
         the event or circumstance in an effort to reconsider the terms of this
         Agreement and resolve the Industry Issues in a mutually-agreeable
         manner to better enable Citibank to effectively compete in the
         marketplace. Senior corporate executives of the parties shall
         personally conduct such negotiations. In doing so, the parties shall
         verify and consider the severity of each Industry Issue through use of
         statistical and qualitative analysis. If the senior executives are
         unable to reach a mutually acceptable resolution within sixty (60)
         days, the parties shall retain a mutually-agreed upon, disinterested,
         recognized banking industry expert (whose fees and expenses shall be
         shared equally), and the parties shall evaluate alternative
         relationship structures and other solutions to the Industry Issues
         proposed by such expert on the basis of the expert's qualitative and
         quantitative research. The parties shall require the expert to issue
         the evaluation on or prior to sixty (60) days from retention. If: (i)
         the parties are unable to agree in good faith to an acceptable expert
         within a thirty (30) day period following the period for negotiations;
         or ii) an alternative solution proposed by the expert, or other
         acceptable arrangement, is not agreed to within a period of sixty (60)
         days from submission of the expert's final report, either party shall
         thereupon have the option of terminating this Agreement by giving the
         other party not less than thirty (30) days notice of termination, such
         notice to be given, if at all, within the ensuing 45-day period
         following the failure to agree upon an expert or the expert's final
         report, as applicable. The parties may, by mutual agreement, extend any
         of the above-referenced time periods.

4.7      In the event that either party sells all or substantially all of its
         assets to, or has a majority interest in its equity transferred to or
         obtained by any Person, the other party may terminate this Agreement
         upon providing ninety (90) days written notice.


5.       INDEMNIFICATION

5.1      Citibank agrees, at its own expense, to defend, protect, indemnify, and
         hold MasterCard, its Affiliates, and any of their directors, officers,
         employees and agents harmless from and against any action or threatened
         action, suit, claim or proceeding, whether or not well grounded,
         arising out of any alleged act or omission of Citibank, its or any of
         their employees, agents, and subcontractors relating to the subject
         matter of this Agreement and against any and all expenses (including
         reasonable attorney's fees), judgments, fines, costs, amounts paid in
         settlement or any


                                       13
<PAGE>   14
         loss or damage incurred by MasterCard, its Affiliates, or any of the
         above-named indemnified parties relating thereto. MasterCard shall give
         prompt notice to Citibank of any event or circumstance that it believes
         gives right to an obligation of indemnity and MasterCard shall
         cooperate with Citibank in the defense and resolution thereof.

5.2      MasterCard agrees, at its own expense, to defend, protect, indemnify
         and hold Citibank, and any of their directors, officers, employees and
         agents harmless from and against any action or threatened action, suit,
         claim or proceeding, whether or not well grounded, arising out of any
         alleged act or omission of MasterCard, its employees, agents and
         subcontractors relating to the subject matter of this Agreement and
         against any and all expenses, (including reasonable attorney's fees),
         judgments, fines, costs, amounts paid in settlement or any loss or
         damage incurred by Citibank, its Affiliates, or any of the above-named
         indemnified parties relating thereto. Citibank shall give prompt notice
         to MasterCard of any event or circumstance that it believes gives right
         to an obligation of indemnity and Citibank shall cooperate with
         MasterCard in the defense and resolution thereof.

5.3      Failure to give timely notice shall not excuse any obligation of
         indemnity provided that the indemnifying party obtains actual knowledge
         of the event or circumstance, except to the extent an indemnifying
         party's ability to eliminate or mitigate any claim or loss is
         prejudiced thereby. If an expense or cost is found to be associated
         with an indemnified party's failure to give timely notice to the
         indemnifying party, the indemnified party shall pay such expense or
         cost; provided, that in agreeing to pay such expense or cost the
         indemnified party shall not be deemed in any way to have waived its
         right to indemnification hereunder, net of any such expense or cost.


6.       CONFIDENTIALITY

6.1      Both parties agree that all Confidential Information of the other
         party, as well as the terms and conditions of this Agreement, shall be
         treated as confidential, shall be disclosed only to those individuals
         with a reasonable need to know within their organizations (provided
         such individuals agree to be bound by the confidentiality obligations
         herein), and shall not be disclosed or communicated to third parties,
         without the other party's prior written approval, except that each
         party may disclose the same to its auditors, Board members and outside
         counsel. "Confidential Information" means all, or any part of, and
         originals or copies of, any information, in whatever form embodied
         (e.g., oral, written, electronic) that by its nature and substance is
         known, or should reasonably have been known by the other party to be
         confidential at the time of disclosure and all similar information
         concerning such party's past, current, and planned products, services,
         fees, member institutions, concepts, methodologies, research, services,
         business activities, marketing plans, other proprietary information and
         the like. Without limitation to the generality of the foregoing, the
         terms of this Agreement shall be deemed to be Confidential Information.

6.2      The restrictions on the use or disclosure of Confidential Information
         shall not apply to any Confidential Information: (i) that is lawfully
         received free of restriction from another source; (ii) that is
         generally available to the public independent of this Agreement; (iii)
         that, at the time of disclosure, was already known to the recipient as
         evidenced by documentation in its possession which was not subject to a
         confidentiality obligation inuring to the benefit of the party/owner of
         the Confidential Information; (iv) which is ordered to be released
         pursuant to a court order or regulatory order or which a party, in good
         faith and under advice of counsel, determines is necessary or advisable
         to disclose in connection with any court or regulatory proceeding or
         threat


                                       14
<PAGE>   15
         thereof, provided that such disclosure shall be made only pursuant to
         an appropriate confidentiality order or protection to the extent such
         protection is available; or (v) which the parties agree in writing is
         free of such restrictions. Prior to the disclosure of Confidential
         Information pursuant to clause (iv) above, the disclosing party shall,
         to the extent reasonably practicable, provide the other party with the
         opportunity to contest disclosure.

6.3      The parties acknowledge that, in the event of a breach of Section 6 of
         this Agreement, the non-breaching party may suffer immediate and
         irreparable damage that cannot be fully remedied by monetary damages.
         Therefore, in addition to any remedy or termination right provided for
         hereunder, or which the non-breaching party may possess pursuant to
         applicable law, the non-breaching party retains the right to seek
         injunctive relief against any such breach in any court of competent
         jurisdiction and the other party hereby waives any requirement for the
         party commencing such proceeding to post a bond or other undertaking in
         connection with the application for any such relief. In the event any
         such breach results in a claim by any third party, the breaching party
         shall indemnify, defend and hold harmless the non-breaching party from
         any claims, damages, interest, reasonable attorneys' fees, penalties,
         costs, and expenses arising out of such third-party claim(s).

6.4      Neither party shall issue any public announcements or make any
         published statements regarding this Agreement or the subject matter
         hereof, without the prior written consent of the other party; provided
         however that the parties shall work together in good faith to develop
         mutually-agreed-upon responses to media inquiries concerning this
         Agreement. Without limiting the generality of the foregoing, MasterCard
         and Citibank shall work together to develop and implement an
         appropriate plan to inform and/or provide a copy of this Agreement to
         the U.S. Department of Justice.


7.       MISCELLANEOUS PROVISIONS

7.1      Unless otherwise expressly provided herein, all notices, consents or
         other communications required or permitted to be given pursuant to this
         Agreement, must be in writing and shall be deemed duly given upon hand
         delivery or upon receipt if sent by an overnight courier delivery
         service of general commercial use and acceptance (such as Airborne,
         Federal Express or UPS) to the following addresses or such other
         address as may hereafter be designated by notice given by such party:


         TO CITIBANK AT THE ADDRESSES SET FORTH ABOVE FOR NOTICE, IN EACH
         INSTANCE TO THE ATTENTION OF THE GENERAL COUNSEL, WITH COPY TO:



                 Citigroup, Inc.
                 153 East 53rd Street
                 New York, NY 10043
                 Attn: U.S. Consumer Banking Senior Executive

         TO MASTERCARD:

                 MasterCard International Incorporated
                 2000 Purchase Street
                 Purchase, NY 10577-2509
                 Attn: Executive Vice President, U.S. Region



                                       15
<PAGE>   16
         With copy to U.S. Region Counsel & Assistant General Counsel at the
         same address.


7.2      The obligations stated herein shall be binding upon and inure to the
         benefit of each of the parties and their respective successors and
         assigns, provided that neither party shall have the right to assign to
         any third party any of its rights against the other party, or the
         benefit hereof. If any Person acquires any interest in this Agreement
         or the subject matter hereof in any manner, whether by voluntary or
         involuntary transfer, operation of law or otherwise, such interest
         shall be held subject to all of the terms of this Agreement and by
         taking or holding such interest, such Person shall be conclusively
         deemed to have agreed to be bound by, and to comply with, all of the
         terms and obligations of this Agreement.

7.3      A failure or delay of either party to this Agreement to enforce at any
         time any of the provisions hereof, or the failure to exercise any right
         which is herein provided or to require at any time performance of any
         of the provisions hereof shall in no way be construed to be a waiver of
         such provisions of this Agreement in the event of a continuation or
         repetition of the circumstances which gave rise to such right. Except
         as otherwise expressly provided herein, no waiver shall be effective
         unless made in writing. No action, conduct or course of dealing by
         either party hereto, and no failure, refusal or restraint from taking
         any action by either party hereto, shall constitute any amendment,
         modification, supplement or other change to any of the terms,
         conditions or provisions of this Agreement.

7.4      If one or more of the provisions contained herein shall, for any
         reason, be held by a court of competent jurisdiction to be
         unenforceable or invalid in any respect under the law of any state or
         of the United States of America, such unenforceability or invalidity
         shall not affect any other provision of this Agreement, and this
         Agreement shall then be construed as if such unenforceable or invalid
         provisions had never been contained herein and the parties shall
         immediately commence negotiations in good faith to reform this
         Agreement to make alternative provisions herein that reflect the
         intentions and purposes of the severed provisions in a manner that does
         not run afoul of the basis for such unenforceability or invalidity.
         However, in the event Section 3.3, or any part thereof, is so held
         unenforceable or invalid and severed from this Agreement, and the
         parties are unable to so reform this Agreement within a period of six
         (6) months from the date of final, unappealable declaration of
         unenforceability or invalidity, MasterCard shall have the right to
         terminate this Agreement within the succeeding 90-day period by giving
         not less than 90 days notice of termination to Citibank during such
         90-day period.

7.5      The captions in this Agreement are included for convenience only and
         shall not affect the meaning or interpretation of this Agreement.

7.6      Neither party shall be held responsible for any delay or failure in
         performance to the extent such delay or failure is caused by fire,
         flood, explosion, war, strike, embargo, government requirement, civil
         or military authority, act of God, act or omission of carriers or other
         similar causes beyond its control, that was not reasonably foreseeable
         or avoidable, and without the fault or negligence and/or lack of
         diligence of the delayed party ("force majeure condition"). If any
         force majeure condition occurs, the party delayed or unable to perform
         shall give written notice to the other party, stating the nature of the
         force majeure condition, the steps the party has or will take to
         minimize the effect of that condition, and the amount of time the delay
         is expected to last. Thereafter, the time to perform the acts or
         obligations that were delayed by such condition (and any corresponding
         acts or obligations of the non-delayed party) shall be extended by the
         length of time the force majeure condition endured, provided the
         delayed party has used best efforts to


                                       16
<PAGE>   17
         overcome or resolve the force majeure condition, further, provided,
         however, that the non-delayed party shall have the right to terminate
         this Agreement if such force majeure condition endures for more than
         one hundred forty (140) days upon providing at least thirty (30) days
         written notice to the delayed party.

7.7      This Agreement evidences the entire agreement and understanding between
         MasterCard and Citibank with respect to the transactions contemplated
         hereby and supercedes all prior agreements between the parties. All
         prior agreements between Citibank and MasterCard including, but not
         limited to, that certain agreement between Universal Card Services Corp
         and MasterCard made as of November 3, 1998 ("UCS Agreement"), are
         hereby superceded and merged herein, provided, however, that: (i) the
         obligations set forth in Section 2.5 and 8 of the UCS Agreement and, if
         this Agreement is terminated, then the obligations set forth in Section
         3; and ii) any other surviving obligations of any other agreements (to
         the extent not in direct conflict with any provision hereof) shall so
         survive and continue as independent obligations of the parties hereto.
         No modification, amendment, supplement to or waiver of this Agreement
         shall be binding upon the parties hereto unless made in writing and
         duly signed by both parties.

7.8      This Agreement and the respective rights and obligations of the parties
         hereto shall be governed to the laws of the State of New York,
         excluding any "conflict of laws" or similar provisions that would
         mandate or permit application of the substantive law of any other
         jurisdiction. Any action or proceeding to enforce this Agreement or any
         obligation stated herein shall be commenced and prosecuted, if at all,
         only in a federal or state court located within the State of New York
         and each party hereby irrevocably agrees to consent to jurisdiction in
         any such court and to accept process in such action in the manner set
         forth for notices herein. IN ANY ACTION OR PROCEEDING OF OR RELATING TO
         THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EACH PARTY HEREBY
         IRREVOCABLY WAIVES ANY RIGHT IT MAY NOW HAVE OR HEREAFTER POSSESS TO A
         TRIAL BY JURY.

7.9      Both parties agree at all times to comply with all applicable laws and
         regulations applicable to the performance of this Agreement. The
         parties shall perform all services hereunder as independent
         contractors, and nothing contained herein shall be deemed to create any
         employment, partnership, or relationship of principal and agent or
         master and servant between the parties hereto or to provide either
         party with the right, power or authority, whether express or implied,
         to bind or create any duty or obligation on behalf of the other party.

7.10     This Agreement is the product of negotiations between the parties
         hereto and their respective counsel. No provision or section of this
         Agreement shall be read, construed or interpreted for or against either
         party by reason of ambiguity of language, rule of construction against
         the draftsman, or any similar doctrine.



                                       17
<PAGE>   18
7.11     This Agreement may be executed in one or more counterparts, each of
         which, taken together, shall constitute but one original document.


         IN WITNESS WHEREOF, a duly authorized representative of each of the
         parties has executed this Agreement in duplicate, as of the date last
         signed below.

MASTERCARD INTERNATIONAL INCORPORATED     CITIBANK (SOUTH DAKOTA), N.A.


/s/ Robert W. Selander                    /s/ Thomas Jones
-------------------------------------     --------------------------------------
By:                                       By: Thomas Jones
Title:                                    Title
Date:                                     Date:


CITIBANK, N.A.                            CITIBANK (NEVADA), N.A.
--------------                            -----------------------


/s/ Brian Ruder                           /s/ Robert Clark
-------------------------------------     --------------------------------------
By: Brian Ruder                           By: Robert Clark
Title: Executive Vice President           Title: Vice President/Chief Executive
                                                 Officer
Date: 2/26/99                             Date:


UNIVERSAL BANK, N.A.                      UNIVERSAL FINANCIAL CORP.
--------------------                      -------------------------


/s/ Meridith A. Jarrell                   /s/ Wallace M. Jensen
-------------------------------------     --------------------------------------
By: Meridith A. Jarrell                   By: Wallace M. Jensen
Title: President and COO                  Title: President & CEO
Date: February 25, 1999                   Date: February 25, 1999


TRAVELERS BANK & TRUST, F.S.B.            THE TRAVELERS BANK U.S.A



/s/ E. J. Gabriel                         /s/ E. J. Gabriel
-------------------------------------     --------------------------------------
By: E. J. Gabriel                         By: E. J. Gabriel
Title:  Vice President                    Title: Vice President


CITIBANK ALLIANCE 26
<PAGE>   19
          EXHIBIT A - MINIMUM MASTERCARD VOLUME TARGETS (IN $ BILLIONS)


<TABLE>
<CAPTION>
MEASURING
PERIOD*        7/99-6/00**  7/00-6/01  7/01-6/02  7/02-6/03  7/03-6/04  7/04-6/05  7/05-6/06  7/06-6/07  7/07-6/08  7/08-6/09
-------        -----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>            <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
MASTERCARD         62          100        141        183        194        205        216        228        240        254
VOLUME TARGET
</TABLE>



----------
*        Initial Measuring Period commences as of July 1, 1999