<PAGE>
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED WITH **.
A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION

                                                                    Exhibit 10.5


                           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


                                       10
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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

                                       11
<PAGE>
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

<TABLE>
<CAPTION>
                                                                                                         Page No.
                                                                                                         --------
<S>                                                                                                      <C>
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
</TABLE>

                                      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.

                  (c)      "New" may be used to describe something no more than
                           six months old.

                  (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

                                        2

<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

                                        3

<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

                                        4

<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

                                        5

<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

                                        6

<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

                                        7

<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

                                        8

<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

                                        9

<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>.

                  (C) 2002 <Program Provider>
                  Citi is a registered service mark of Citicorp

                                      MANUAL FOURTH EDITION - REV. NOVEMBER 2002

                                       11

<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.

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,
                           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>.

                  (C) 2002 <Program Provider>

                                      MANUAL FOURTH EDITION - REV. NOVEMBER 2002

                                       12

<PAGE>

                                                                     APPENDIX II

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

                           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
                           [TEXT IS ILLEGIBLE]

                           [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>.

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>.

                  (C) 2002 <Program Provider>
                  Citi is a registered service mark of Citicorp

                                      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.

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 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>.

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>.

                  (C) 2002 <Program Provider>

                                      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.

                           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 <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.

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>.

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>.

                  (C) 2002 <Program Provider>

                                      MANUAL FOURTH EDITION - REV. NOVEMBER 2002

                                       16

<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]

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, 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>.

                  (C) 2002 <Underwriter>
                  Citi is a registered service mark of Citicorp

                                      MANUAL FOURTH EDITION - REV. NOVEMBER 2002

                                       17

<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.

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
                       Customer Service at 1-800-xxx-xxxx

<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.

-        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 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>.

                  (C) 2002 <Underwriter>

                                      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

                                       19

<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

                                       20

<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

                                       21

<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

                                       22

<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

                                       23

<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

                                       24

<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

                           (c)      when program materials will arrive

                           (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

                                       25

<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

                                       26

<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

                                       27

<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

                                       28

<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.

                                       OR

         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

                                       30

<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

                                       31

<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

                                       32

<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

                                       33

<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

                                       34

<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

                                       35

<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

                                       36

<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

                                       37

<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

                                       38

<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

                                       39

<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

                                       40

<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

                                       41

<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

                                       42

<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

                                       43

<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]

[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]

[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.

                                        1

<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.

         (c)      **

----------
**  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.

<TABLE>
<CAPTION>
Sales per Hour Range         List Fee per Net Lead
--------------------         ---------------------
<S>                          <C>
**                                  $**
**                                  $**
**                                  $**
**                                  $**
**                                  $**
</TABLE>


----------
**  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

                                       11
<PAGE>

                  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


                                       12