EXECUTION COPY








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                         CITIBANK (SOUTH DAKOTA), N.A.,
                              Seller and Servicer,

                               CITIBANK (NEVADA),
                              NATIONAL ASSOCIATION,
                                     Seller,

                                       and

                     YASUDA BANK AND TRUST COMPANY (U.S.A.),
                                     Trustee

                       on behalf of the Certificateholders


                            SERIES 1997-4 SUPPLEMENT

                          Dated as of February 20, 1997

                                       to

                         POOLING AND SERVICING AGREEMENT

                            Dated as of May 29, 1991



                       CITIBANK CREDIT CARD MASTER TRUST I

                                  SERIES 1997-4




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<PAGE>


                                TABLE OF CONTENTS

                                                                            Page


                                   ARTICLE I

                   Creation of the Series 1997-4 Certificates

Section 1.01.  Designation ..................................................  1

                                   ARTICLE II

                                   Definitions

Section 2.01.  Definitions ..................................................  2
Section 2.02.  Amendment to Definition of "Series
                    Adjusted Invested Amount" ............................... 31
Section 2.03   Amendment of the Supplement Upon
                    Termination of the Interest
                    Rate Swaps ..............................................

                                   ARTICLE III

                              Servicer and Trustee

Section 3.01.  Servicing Compensation ....................................... 31
Section 3.02.  Trustee Appointment of Agents ................................ 34

                                   ARTICLE IV

                   Rights of Series 1997-4 Certificateholders
                               and Allocation and
                           Application of Collections

Section 4.01.  Allocations .................................................. 34
Section 4.02.  Determination of Monthly Interest ............................ 35
Section 4.03.  Determination of Monthly
                    Principal ............................................... 38
Section 4.04.  Establishment of Funding Accounts ............................ 38
Section 4.05.  Required Amount .............................................. 41
Section 4.06.  Application of Reallocated Investor Finance Charge
                    Collections and Available Investor Principal
                    Collections  ...........................................  41
Section 4.07.  Distributions to Series 1997-4 Certificateholders ...........  49


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                                                                              ii



                                TABLE OF CONTENTS
                                    (cont'd)
                                                                            Page


Section 4.08.  Investor Charge-Offs ......................................... 50
Section 4.09.  Excess Finance Charge Collections ............................ 52
Section 4.10.  Subordinated Principal Collections ........................... 55
Section 4.11.  Credit Enhancement ........................................... 56
Section 4.12.  Reallocated Investor Finance Charge
                    Collections ...................................... 64
Section 4.13.  Excess Principal Collections ................................. 65
Section 4.14.  Interest Rate Swaps........................................... 66

                                    ARTICLE V

                          Distributions and Reports to
                        Series 1997-4 Certificateholders

Section 5.01.  Distributions ................................................ 67
Section 5.02.  Reports and Statements to Series 1997-4 Certificateholders ... 68

                                   ARTICLE VI

                               Amortization Events

Section 6.01.  Additional Amortization Events ............................... 69

                                   ARTICLE VII

                   Optional Repurchase; Additional Issuances;
                               Accumulation Period

Section 7.01.  Optional Repurchase .......................................... 70
Section 7.02.  Additional Issuances of Series 1997-4 Certificates ........... 71
Section 7.03.  Accumulation Period Postponement ............................. 74

                                  ARTICLE VIII

                               Final Distributions

Section 8.01.  Sale of Certificateholders' Interest
                      pursuant to Section 2.06 or 10.01 of the Agreement .... 76
Section 8.02.     Distribution of Proceeds of Sale,
                      Disposition or Liquidation of the
                      Receivables Pursuant to Section 9.02


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                                                                             iii



                                TABLE OF CONTENTS
                                    (cont'd)
                                                                            Page


                      of the Agreement .......................................78


                                   ARTICLE IX

                                    Covenants

Section 9.01.  Reduction in Portfolio Yield.................................. 81

                                    ARTICLE X

                            Miscellaneous Provisions

Section 10.01.  Ratification of Agreement.................................... 82
Section 10.02.  Counterparts ................................................ 82
Section 10.03.  Governing Law ............................................... 82
Section 10.04.  Construction of Agreement.................................... 82

                                    EXHIBITS

Exhibit A-1     Form of Class A Certificate
Exhibit A-2     Form of Class B Certificate
Exhibit B       Form of Monthly Payment Instructions and Notification to the
                Trustee, the Cash Collateral Depositor and any Additional Cash
                Collateral Depositor
Exhibit C       Form of Monthly Statement
Exhibit D       Form of Monthly Servicer's Certificate
Exhibit E-1     Class A Interest Rate Swaps
Exhibit E-2     Class B Interest Rate Swaps

Schedule 1      List of dealers


<PAGE>


                                            SERIES 1997-4 SUPPLEMENT dated as of
                                    February 20,  1997,  among  CITIBANK  (SOUTH
                                    DAKOTA),    N.A.,    a   national    banking
                                    association,  Seller and Servicer;  CITIBANK
                                    (NEVADA),  NATIONAL ASSOCIATION,  a national
                                    banking association, Seller; and YASUDA BANK
                                    AND TRUST COMPANY (U.S.A.), a New York trust
                                    company, Trustee.


     Pursuant to the Pooling and Servicing Agreement dated as of May 29, 1991
(as amended and supplemented, the "Agreement"), among the Sellers, the Servicer
and the Trustee, the Sellers have created Citibank Credit Card Master Trust I
(the "Trust"). Section 6.03 of the Agreement provides that the Sellers may from
time to time direct the Trustee to issue, on behalf of the Trust, one or more
new Series of Investor Certificates representing fractional undivided interests
in the Trust. The Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.

     Pursuant to this Series Supplement, the Sellers and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.


                                    ARTICLE I

                   Creation of the Series 1997-4 Certificates

     Section 1.01. Designation. (a) There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as "Citibank Credit Card Master Trust I, Series 1997-4". The Series
1997-4 Certificates shall be issued in two Classes, the first of which shall be
known as the "Floating Rate Class A Credit Card Participation Certificates,
Series 1997-4", and the second of which shall be known as the "Floating Rate
Class B Credit Card Participation Certificates, Series 1997-4".

     (b) Series 1997-4 shall be included in Group One. Notwithstanding any
provision in the Agreement or in this Series Supplement, (i) the first
Distribution Date with respect to Series 1997-4 shall be the March 1997
Distribution Date and (ii) Group One Investor Monthly Interest and Certificate
Rate, as such terms are used in


<PAGE>
                                                                               2

this Series Supplement, any other Series Supplement and in the Agreement, and
Insolvency Proceeds and Termination Proceeds allocable to Series 1997-4, shall
each be determined with reference to the Class A Swap Rate (in the place of the
Class A Certificate Rate) and the Class B Swap Rate (in the place of the Class B
Certificate Rate), calculated on the basis of a 360-day year of twelve 30-day
months.

     (c) In the event that any term or provision contained herein shall conflict
with or be inconsistent with any term or provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern.


                                   ARTICLE II

                                   Definitions

     Section 2.01. Definitions. (a) Whenever used in this Series Supplement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.

     "Accumulation Period" shall mean, unless an Amortization Event shall have
occurred prior thereto, the period commencing at the close of business on the
fourth-to-last Business Day of February 2008, or such later date as is
determined in accordance with Section 7.03, and ending upon the first to occur
of (a) the commencement of the Early Amortization Period and (b) the payment in
full to Class A Certificateholders and Class B Certificateholders of the Class A
Invested Amount and the Class B Invested Amount, respectively.

     "Accumulation Period Amount" shall mean for each Monthly Period an amount
equal to the product of (i) Available Expected Principal for such Monthly Period
and (ii) a fraction, the numerator of which is the Initial Invested Amount and
the denominator of which is the sum of (a) the Initial Invested Amount and (b)
the initial invested amounts of all Variable Accumulation Series which are not
in their revolving periods as of such Monthly Period; provided that, for
purposes of this definition, the commencement date of the accumulation period of
each Variable Accumulation Series shall be deemed to have been postponed to the
latest


<PAGE>
                                                                               3


permissible date, determined as if the provisions of Section 7.03 applied to
each such Series (applying such provisions first to the Variable Accumulation
Series with the latest expected final payment date and next to each Series with
the next preceding expected final payment date); provided further, that a
Variable Accumulation Series shall be deemed to be in its revolving period in
each Monthly Period in which the sum of the expected controlled accumulation or
amortization amounts for all subsequent monthly periods for such Series is equal
to the initial invested amount of such Series.

     "Additional Cash Collateral Account" shall have the meaning specified in
Section 4.11(a.1).

     "Additional Cash Collateral Depositor" shall mean the financial institution
or institutions which is or are a party to any Additional Loan Agreement, such
financial institution or institutions to be selected by the Sellers on or prior
to an Additional Issuance Date, or any successors or assigns thereto appointed
as provided in such Additional Loan Agreement.

     "Additional Class A Certificates" shall have the meaning specified in
Section 7.02(a).

     "Additional Class B Certificates" shall have the meaning specified in
Section 7.02(a).

     "Additional Interest" shall mean, at any time of determination, the sum of
Class A Additional Interest and Class B Additional Interest.

     "Additional Investor Certificates" shall mean any one of the Additional
Class A Certificates or the Additional Class B Certificates.

     "Additional Issuance" shall have the meaning specified in Section 7.02(a).

     "Additional Issuance Date" shall have the meaning specified in Section
7.02(a).

     "Additional Loan Agreement" shall mean the agreement among the Banks, the
Trustee and any Additional Cash Collateral Depositor, dated as of the related
Additional Issuance Date.


<PAGE>
                                                                               4



     "Adjusted Invested Amount" shall mean the Series Adjusted Invested Amount
with respect to Series 1997-4.

     "Allocable Defaulted Amount" shall mean, with respect to any Due Period, an
amount equal to the product of (a) the Series 1997-4 Allocation Percentage with
respect to such Due Period, (b) the Floating Allocation Percentage with respect
to such Due Period and (c) the Defaulted Amount with respect to such Due Period.

     "Allocable Finance Charge Collections" shall mean, with respect to any
Deposit Date or Distribution Date, the product of (a) the Series 1997-4
Allocation Percentage for the related Due Period and (b) the aggregate amount of
Collections in respect of Finance Charge Receivables relating to any Deposit
Date or Distribution Date, as applicable.

     "Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 1997-4 Allocation Percentage
for the related Due Period and (b) Miscellaneous Payments with respect to the
related Due Period.

     "Allocable Principal Collections" shall mean, with respect to any Deposit
Date or Distribution Date, the product of (a) the Series 1997-4 Allocation
Percentage for the related Due Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to any Deposit Date or
Distribution Date, as applicable.

     "Available Additional Cash Collateral Amount" shall mean, with respect to
each Additional Cash Collateral Account and on any date of determination, the
lesser of (a) the amount on deposit in such Additional Cash Collateral Account
and (b) the Initial Additional Cash Collateral Amount for such Additional Cash
Collateral Account.

     "Available Cash Collateral Amount" shall mean, with respect to any date of
determination, the lesser of (a) the amount on deposit in the Cash Collateral
Account and (b) the Initial Cash Collateral Amount.

     "Available Enhancement Amount" shall mean, with respect to any date of
determination, the sum of the Available Cash Collateral Amount and the Available
Additional Cash Collateral Amount with respect to such date.


<PAGE>
                                                                               5


     "Available Expected Principal" for any date of determination with respect
to each Monthly Period shall be equal to the excess of (a) the Expected Monthly
Principal for such Monthly Period over (b) the sum of, without duplication, (i)
all scheduled amortizations or accumulations of principal, including past due
shortfalls as of such date of determination, for all Fixed Accumulation Series
which are not in their revolving periods as of such Monthly Period and (ii) all
principal collections projected by the Servicer to be allocable to any other
Series with respect to which an Amortization Event shall have occurred on or
prior to such date of determination.

     "Available Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) an amount equal to (i) Investor Principal
Collections for such Distribution Date, minus (ii) the amount of Subordinated
Principal Collections with respect to such Distribution Date which pursuant to
Section 4.10(a) is required to fund any deficiency pursuant to Section
4.06(a)(i) and (a)(iii) or (c)(i) and (c)(iii), as the case may be, for such
Distribution Date, plus (b) Allocable Miscellaneous Payments on deposit in the
Collection Account for such Distribution Date, plus (c) Series 1997-4 Excess
Principal Collections on deposit in the Collection Account for such Distribution
Date plus (d) Subordinated Series Reallocated Principal Collections on deposit
in the Collection Account for such Distribution Date.

     "Available Shared Enhancement Amount" shall mean, with respect to any date
of determination, the lesser of (a) the Initial Shared Enhancement Amount and
(b) the excess, if any, of the Available Enhancement Amount on such date over
the Initial Class B Enhancement Amount.

     "Cash Collateral Account" shall have the meaning specified in Section
4.11(a).

     "Cash Collateral Account Investments" shall mean Eligible Investments.

     "Cash Collateral Depositor" shall mean the financial institution or
institutions which are a party to the Loan Agreement, such financial institution
or institutions to be selected by the Sellers on or prior to the Closing Date to
make a deposit in the Cash Collateral Account on the



<PAGE>
                                                                               6


Closing Date, or any successors or assigns thereto appointed as provided in the
Loan Agreement.

     "CCA Charge-Offs" shall have the meaning specified in Section 4.08(d).

     "CCA Default Amount" shall mean, with respect to any Distribution Date
(commencing with the Distribution Date following the Distribution Date on which
the Class A Invested Amount and the Class B Invested Amount are paid in full and
provided that the Economic Special Payment Date has occurred), the Allocable
Defaulted Amount for the related Due Period.

     "CCA Initial Invested Amount" shall mean the aggregate amount withdrawn
from the Cash Collateral Account and each Additional Cash Collateral Account and
applied to the payment of principal of the Series 1997-4 Certificates with
respect to the Economic Special Payment Date, if any, pursuant to Section
4.11(i)(D) and (E).

     "CCA Invested Amount" shall mean, when used with respect to any date, an
amount equal to (a) the CCA Initial Invested Amount, minus (b) the aggregate
amount of principal payments made to the Cash Collateral Depositor and each
Additional Cash Collateral Depositor pursuant to Section 4.06(f)(iv) prior to
such date, minus (c) the aggregate amount of CCA Charge-Offs for all prior
Distribution Dates pursuant to Section 4.08(d), minus (d) the aggregate amount
of Subordinated Principal Collections allocated on all prior Distribution Dates
pursuant to Section 4.10(a) that have resulted in a reduction in the CCA
Invested Amount pursuant to Section 4.08(c), minus (e) an amount equal to the
amount by which the CCA Invested Amount has been reduced on all prior
Distribution Dates pursuant to Section 4.08(a) and (b), and plus (f) the sum of
(i) the aggregate amount of any Allocable Miscellaneous Payments allocated and
available on all prior Distribution Dates pursuant to Section 4.08(d) and (ii)
the amount of Excess Finance Charge Collections allocated and available on all
prior Distribution Dates pursuant to Section 4.09(i), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that (i) unless and until a withdrawal is made from the Cash
Collateral Account and each Additional Cash Collateral Account, and the proceeds
thereof are applied to the payment of principal of the Series 1997-4
Certificates, with respect to the Economic Special Payment


<PAGE>
                                                                               7


Date pursuant to Section 4.11(i)(D) and (E), the CCA Invested Amount shall be
zero and (ii) the CCA Invested Amount may not be reduced below zero.

     "CCA Monthly Interest" shall mean, with respect to any Distribution Date
following the Economic Special Payment Date, an amount equal to one-twelfth of
the product of (a) the CCA Invested Amount as of the close of business on the
preceding Distribution Date (after giving effect to any distribution to the Cash
Collateral Depositor and each Additional Cash Collateral Depositor on such
preceding Distribution Date pursuant to Section 4.06(f)(iv)) and (b) a fraction,
the numerator of which is equal to the sum of (i) the product of (x) the Class A
Swap Rate and (y) the outstanding principal balance of the Class A Certificates
as of the close of business on such preceding Distribution Date (after giving
effect to any distribution of Class A Monthly Principal on such preceding
Distribution Date) and (ii) the product of (x) the Class B Swap Rate and (y) the
outstanding principal balance of the Class B Certificates as of the close of
business on such preceding Distribution Date (after giving effect to any
distribution of Class B Monthly Principal on such preceding Distribution Date),
and the denominator of which is the sum of the outstanding principal balances
referred to in clauses (i)(y) and (ii)(y) above; provided, however, that with
respect to each Distribution Date following the Distribution Date on which the
outstanding principal balance of the Class A Certificates has been reduced to
zero, "CCA Monthly Interest" shall mean, with respect to any Distribution Date,
an amount equal to one-twelfth of the product of (A) the CCA Invested Amount as
of the close of business on the preceding Distribution Date (after giving effect
to any distribution to the Cash Collateral Depositor and each Additional Cash
Collateral Depositor on such preceding Distribution Date pursuant to Section
4.06(f)(iv)) and (B) the Class B Swap Rate.

     "CCA Monthly Principal" shall mean, for any Distribution Date with respect
to the Early Amortization Period, beginning with the Distribution Date on which
the Class A Invested Amount and the Class B Invested Amount are paid in full and
provided that the Economic Special Payment Date has occurred, the Available
Investor Principal Collections for such Distribution Date (minus the portion of
such Available Investor Principal Collections applied to Class A Monthly
Principal or Class B Monthly Principal on such Distribution Date); provided,
however, that the CCA Monthly Principal shall not exceed the CCA Invested
Amount.


<PAGE>
                                                                               8



     "CCA Monthly Servicing Fee" shall have the meaning specified in Section
3.01.

     "Class A Additional Interest" shall have the meaning specified in Section
4.02(a).

     "Class A Adjusted Net Swap Payment" shall mean, with respect to any
Transfer Date, the Class A Net Swap Payment for such Transfer Date minus the
Class A Funding Account Swap Payment for such Transfer Date.

     "Class A Adjusted Net Swap Receipt" shall mean, with respect to any
Transfer Date, the Class A Net Swap Receipt for such Transfer Date minus the
Class A Funding Account Swap Receipt for such Transfer Date.

     "Class A Allocable Share" shall mean, for each Distribution Date with
respect to a Monthly Period, the sum of (a) the product of (i) Reallocated
Investor Finance Charge Collections deposited in the Collection Account for such
Distribution Date and (ii) the Class A Invested Percentage for such Distribution
Date and (b) the Class A Funding Account Shortfall for such Distribution Date,
if any, and the amount of any Class A Funding Account Shortfall previously due
but not deposited into the Class A Interest Funding Account on a prior
Distribution Date.

     "Class A Certificate Rate" shall mean, with respect to any Interest Period,
a per annum rate equal to LIBOR for such Interest Period plus 0.115%; provided,
however, with respect to the first Interest Period, the Class A Certificate Rate
will be equal to 5.60744% per annum.

     "Class A Certificateholder" shall mean the Person in whose name a Class A
Certificate is registered in the Certificate Register.

     "Class A Certificateholders' Interest" shall mean that portion of the
Certificateholders' Interest evidenced by the Class A Certificates.

     "Class A Certificates" shall mean any one of the certificates executed by
the Banks and authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A-1. For the avoidance of doubt, when used in this Series
Supplement the term "Class A Certificates" shall include any Additional Class A
Certificates.


<PAGE>
                                                                               9


     "Class A Covered Amount" shall mean, with respect to any Monthly Period,
(i) the product of (a) the Class A Certificate Rate in effect with respect to
the applicable Interest Period, (b) the Class A Principal Funding Account
Balance, if any, for such Monthly Period and (c) a fraction the numerator of
which is the actual number of days from and including the prior Distribution
Date to but excluding such Distribution Date and the denominator of which is
360, plus (ii) the Class A Funding Account Swap Payment for the such Monthly
Period, if any, minus (iii) the Class A Funding Account Swap Receipt for the
such Monthly Period, if any (to the extent that such amount has been deposited
in the Collection Account on the Transfer Date relating to such Monthly Period).

     "Class A Excess Investment Proceeds" shall mean, with respect to any
Monthly Period, an amount equal to the excess, if any, of (a) the Class A
Investment Proceeds for such Monthly Period over (b) the Class A Covered Amount
for such Monthly Period.

     "Class A Expected Final Payment Date" shall mean the March 2009
Distribution Date.

     "Class A Funding Account Shortfall" shall mean, with respect to any Monthly
Period, an amount equal to the excess, if any, of (a) the Class A Covered Amount
for such Monthly Period over (b) the Class A Investment Proceeds for such
Monthly Period; provided, however, that for the purpose of determining Class A
Funding Account Shortfall, as such term is used in Section 4.06(a)(i) and
4.06(c)(i), Class A Covered Amount shall be determined without reference to any
Class A Funding Account Swap Payment or any Class A Funding Account Swap
Receipt.

     "Class A Funding Account Swap Payment" shall mean, with respect to any
Transfer Date, the product of the Class A Net Swap Payment for such Transfer
Date and a fraction, the numerator of which is the Class A Principal Funding
Account Balance as of the close of business on the preceding Distribution Date
and the denominator of which is the outstanding principal balance of the Class A
Certificates as of the close of business on the preceding Distribution Date.

     "Class A Funding Account Swap Receipt" shall mean, with respect to any
Transfer Date, the product of the Class A Net Swap Receipt for such Transfer
Date and a fraction, the numerator of which is the Class A Principal Funding


<PAGE>
                                                                              10



Account Balance as of the close of business on the preceding Distribution Date
and the denominator of which is the outstanding principal balance of the Class A
Certificates as of the close of business on the preceding Distribution Date.

     "Class A Initial Invested Amount" shall mean the sum of the aggregate
initial principal amount of the Class A Certificates, which is $750,000,000 on
the Closing Date, and the aggregate initial principal amount of any Additional
Class A Certificates.

     "Class A Interest Funding Account" shall have the meaning specified in
Section 4.04(a).

     "Class A Interest Payment Date" shall mean the tenth day of each March,
June, September and December (or, if such day is not a Business Day, the next
succeeding Business Day) and the Class A Expected Final Payment Date, commencing
on the June 1997 Distribution Date.

     "Class A Interest Rate Swaps" shall mean the interest rate swap agreements
dated the Closing Date, between the Trust and the Class A Swap Counterparties,
for the benefit of the Class A Certificateholders, copies of which are attached
hereto as Exhibit E-1, or any Replacement Interest Rate Swaps.

     "Class A Interest Shortfall" shall have the meaning specified in Section
4.02(a).

     "Class A Invested Amount" shall mean, when used with respect to any date,
an amount equal to (a) the Class A Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders prior
to such date, minus (c) the Class A Principal Funding Account Balance as of such
date and minus (d) the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs over Class A Investor Charge-Offs reimbursed pursuant to
Section 4.08(a) prior to such date; provided, however, that the Class A Invested
Amount may not be reduced below zero.

     "Class A Invested Percentage" shall mean, with respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the second preceding Due Period
and the denominator of which is the Invested Amount as of such last day.


<PAGE>
                                                                              11


     "Class A Investment Fee" shall mean, for each Distribution Date beginning
with the April 2008 Distribution Date and ending with the Distribution Date
immediately preceding the Class A Expected Final Payment Date, a fee in an
amount equal to $1,085,105, $992,300, $897,869, $802,541, $706,384, $608,839,
$510,188, $410,495, $309,585, $207,652, and $104,385 respectively; provided,
however, after any Additional Issuance Date, the Class A Investment Fee shall be
the amounts specified on such Additional Issuance Date.

     "Class A Investment Proceeds" shall mean, with respect to any Monthly
Period, the aggregate amount of all interest and other investment income (net of
investment expenses) earned (and actually received by the Trustee on the
Distribution Date following such Monthly Period) on the Class A Principal
Funding Account Balance for such Monthly Period.

     "Class A Investor Charge-Offs" shall have the meaning specified in Section
4.08(a).

     "Class A Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable Defaulted
Amount for the related Due Period and (b) the Class A Invested Percentage for
such Distribution Date.

     "Class A Monthly Interest" shall have the meaning specified in Section
4.02(a).

     "Class A Monthly Principal" shall have the meaning specified in Section
4.03(a).

     "Class A Monthly Servicing Fee" shall have the meaning specified in Section
3.01.

     "Class A Net Swap Payment" shall mean, with respect to any Transfer Date,
the net amount due the Class A Swap Counterparties for such Transfer Date, if
any, as determined pursuant to the Class A Interest Rate Swaps.

     "Class A Net Swap Receipt" shall mean, with respect to any Transfer Date,
the net amount due from the Class A Swap Counterparties for such Transfer Date,
if any, as determined pursuant to the Class A Interest Rate Swaps.

     "Class A Payment Date" shall mean any Class A Interest Payment Date and any
Special Payment Date.


<PAGE>
                                                                              12



     "Class A Principal Draw Amount" shall have the meaning specified in Section
4.11(h).

     "Class A Principal Funding Account" shall have the meaning specified in
Section 4.04(b).

     "Class A Principal Funding Account Balance" shall mean, with respect to any
Monthly Period, the principal amount, if any, on deposit in the Class A
Principal Funding Account on the last day of such Monthly Period.

     "Class A Swap Counterparties" shall mean Citibank (South Dakota) and
Citibank (Nevada), or any successors or assigns thereto appointed as provided in
the Class A Interest Rate Swaps, each in its individual capacity as swap
counterparty pursuant to the related Class A Interest Rate Swap.

     "Class A Swap Rate" shall mean 6.8064% per annum.

     "Class B Additional Interest" shall have the meaning specified in Section
4.02(b).

     "Class B Allocable Share" shall mean, for each Distribution Date with
respect to a Monthly Period, the product of (i) Reallocated Investor Finance
Charge Collections deposited in the Collection Account for such Distribution
Date and (ii) the Class B Invested Percentage for such Distribution Date.

     "Class B Certificate Rate" shall mean, with respect to any Interest Period,
a per annum rate equal to LIBOR for such Interest Period plus 0.29%; provided,
however, with respect to the first Interest Period, the Class B Certificate Rate
will be equal to 5.78244% per annum.

     "Class B Certificateholder" shall mean the Person in whose name a Class B
Certificate is registered in the Certificate Register.

     "Class B Certificateholders' Interest" shall mean that portion of the
Certificateholders' Interest evidenced by the Class B Certificates.

     "Class B Certificates" shall mean any one of the certificates executed by
the Banks and authenticated by or on behalf of the Trustee, substantially in the
form of


<PAGE>
                                                                              13


Exhibit A-2. For the avoidance of doubt, the term "Class B Certificates" when
used in this Series Supplement shall include any Additional Class B
Certificates.

     "Class B Expected Final Payment Date" shall mean the March 2009
Distribution Date.

     "Class B Initial Invested Amount" shall mean the sum of the aggregate
initial principal amount of the Class B Certificates, which is $48,000,000 on
the Closing Date, and the aggregate initial principal amount of any Additional
Class B Certificates.

     "Class B Interest Funding Account" shall have the meaning specified in
Section 4.04(a).

     "Class B Interest Payment Date" shall mean the tenth day of each March,
June, September and December (or, if such day is not a Business Day, the next
succeeding Business Day) and the Class B Expected Final Payment Date, commencing
on the June 1997 Distribution Date.

     "Class B Interest Rate Swaps" shall mean the interest rate swap agreements
dated the Closing Date, between the Trust and the Class B Swap Counterparties,
for the benefit of the Class B Certificateholders, copies of which are attached
hereto as Exhibit E-2, or any Replacement Interest Rate Swaps.

     "Class B Interest Shortfall" shall have the meaning specified in Section
4.02(b).

     "Class B Invested Amount" shall mean, when used with respect to any date,
an amount equal to (a) the Class B Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to Class B Certificateholders prior
to such date (other than any principal payments made to Class B
Certificateholders from the proceeds of a Reimbursement Draw Amount pursuant to
Section 4.11(f)), minus (c) the aggregate amount of Class B Investor Charge-Offs
for all prior Distribution Dates pursuant to Section 4.08(b), minus (d) the
aggregate amount of Subordinated Principal Collections allocated on all prior
Distribution Dates pursuant to Section 4.10(a) (excluding any Subordinated
Principal Collections that have resulted in a reduction in the CCA Invested
Amount pursuant to Section 4.08(c)), minus (e) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all


<PAGE>
                                                                              14


prior Distribution Dates pursuant to Section 4.08(a), and plus (f) the sum of
(i) the aggregate amount of any Allocable Miscellaneous Payments allocated and
available on all prior Distribution Dates pursuant to Section 4.08(b)(i) and
(ii) the amount of Excess Finance Charge Collections allocated and available on
all prior Distribution Dates pursuant to Section 4.09(f), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that the Class B Invested Amount may not be reduced below
zero.

     "Class B Invested Percentage" shall mean, with respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
Class B Invested Amount as of the last day of the second preceding Due Period
and the denominator of which is the Invested Amount as of such last day.

     "Class B Investor Charge-Offs" shall have the meaning specified in Section
4.08(b).

     "Class B Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable Defaulted
Amount for the related Due Period and (b) the Class B Invested Percentage for
such Distribution Date.

     "Class B Monthly Interest" shall have the meaning specified in Section
4.02(b).

     "Class B Monthly Principal" shall have the meaning specified in Section
4.03(b).

     "Class B Monthly Servicing Fee" shall have the meaning specified in Section
3.01.

     "Class B Net Swap Payment" shall mean, with respect to any Transfer Date,
the net amount due the Class B Swap Counterparties for such Transfer Date, if
any, as determined pursuant to the Class B Interest Rate Swaps.

     "Class B Net Swap Receipt" shall mean, with respect to any Transfer Date,
the net amount due from the Class B Swap Counterparties for such Transfer Date,
if any, as determined pursuant to the Class B Interest Rate Swaps.

     "Class B Payment Date" shall mean any Class B Interest Payment Date and any
Special Payment Date.


<PAGE>
                                                                              15



     "Class B Principal Commencement Date" shall mean the Distribution Date on
which the Class A Invested Amount is to be paid in full.

     "Class B Principal Draw Amount" shall have the meaning specified in Section
4.11(h).

     "Class B Swap Counterparties" shall mean Citibank (South Dakota) and
Citibank (Nevada), or any successors or assigns thereto appointed as provided in
the Class B Interest Rate Swaps, each in its individual capacity as swap
counterparty pursuant to the related Class B Interest Rate Swap.

     "Class B Swap Rate" shall mean 6.9839% per annum.

     "Closing Date" shall mean February 20, 1997.

     "Controlled Amortization Amount" shall mean $68,181,818; provided that
after any Additional Issuance Date, or if the commencement of the Accumulation
Period is postponed pursuant to Section 7.03, the Controlled Amortization Amount
shall mean the amount to be specified on such Additional Issuance Date or on the
date on which the Accumulation Period is postponed, as applicable; provided
further, that if the commencement of the Accumulation Period is postponed
pursuant to Section 7.03, the Controlled Amortization Amount for each Monthly
Period shall be no greater than the Accumulation Period Amount for such Monthly
Period and no less than the lesser of (a) the Accumulation Period Amount for
such Monthly Period and (b) one-eleventh of the Class A Initial Invested Amount;
provided, however, that the sum of the Controlled Amortization Amounts for all
Monthly Periods during the postponed Accumulation Period shall not be less than
the Class A Initial Invested Amount.

     "Controlled Distribution Amount" shall mean, for any Distribution Date with
respect to a Monthly Period, an amount equal to the sum of the Controlled
Amortization Amount and any existing Deficit Controlled Amortization Amount.

     "Cumulative Excess Interest Amount" shall mean, with respect to any
Distribution Date, an amount equal to the sum of (a) the Excess Interest Amount
with respect to such Distribution Date and (b) the aggregate Excess Interest
Amounts with respect to prior Distribution Dates which have not been deposited
in the Class B Interest Funding Account


<PAGE>
                                                                              16


pursuant to Section 4.09(c) or 4.11(d); provided, however, that with respect to
the first Distribution Date, the Cumulative Excess Interest Amount shall be
zero.

     "Cut-Off Date" shall mean January 28, 1997.

     "Default Draw Amount" shall have the meaning specified in Section 4.11(e).

     "Deficit Controlled Amortization Amount" shall mean (a) on the first
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Amortization Amount over the amount distributed from the
Collection Account as Class A Monthly Principal for such Distribution Date and
(b) on each subsequent Distribution Date with respect to the Accumulation
Period, the excess, if any, of the Controlled Amortization Amount plus any then
existing Deficit Controlled Amortization Amount over the amount distributed from
the Collection Account as Class A Monthly Principal for such Distribution Date.

     "Designated Maturity" shall mean, prior to the occurrence of an
Amortization Event, three months, and after the occurrence of an Amortization
Event, one month.

     "Determination Date" shall mean the earlier of the fifth Business Day and
the eighth calendar day preceding the seventh day of each calendar month (or, if
such seventh day is not a Business Day, the next succeeding Business Day).

     "Distribution Date" shall mean the tenth day of each calendar month, or if
such tenth day is not a Business Day, the next succeeding Business Day,
commencing March 10, 1997.

     "Early Amortization Period" shall mean the period beginning at the close of
business on the Business Day immediately preceding the day on which an
Amortization Event with respect to Series 1997-4 is deemed to have occurred, and
ending upon the earlier to occur of (i) the payment in full to the Class A
Certificateholders and the Class B Certificateholders of the Class A Invested
Amount and the Class B Invested Amount, respectively, and the payment in full to
the Cash Collateral Depositor and each Additional Cash Collateral Depositor of
the CCA Invested Amount, if any, and (ii) the Termination Date.


<PAGE>
                                                                              17



     "Economic Amortization Event" shall mean an Amortization Event set forth in
Section 6.01(c) or (e).

     "Economic Special Payment Date" shall mean the Special Payment Date falling
in the Due Period following the Due Period in which an Economic Amortization
Event is deemed to have occurred.

     "Excess Finance Charge Collections" shall mean, with respect to any
Distribution Date, the sum of the amounts, if any, specified pursuant to Section
4.06(a)(v) or (c)(v) and (b)(iii) or (d)(iii), as the case may be, with respect
to such Distribution Date.

     "Excess Interest Amount" shall mean, with respect to any Distribution Date,
an amount equal to one-twelfth of the product of (a) (i) the outstanding
principal balance of the Class B Certificates as of the preceding Distribution
Date (after subtracting therefrom the aggregate amount of distributions of Class
B Monthly Principal made to the Class B Certificateholders on or before such
preceding Distribution Date) minus (ii) the Class B Invested Amount as of such
preceding Distribution Date (after giving effect to any increase or decrease in
the Class B Invested Amount on such preceding Distribution Date) and (b) the
Class B Certificate Rate; provided, however, that with respect to the first
Distribution Date, the Excess Interest Amount shall be zero.

     "Excluded Series" shall mean Series 1992-1, Series 1993-1, Series 1995-7
and any other Series designated in the related Supplement as an Excluded Series.

     "Expected Monthly Principal" shall be equal to the product of (i) the
lowest of the monthly principal payment rates expressed as a decimal for the 12
months preceding the date of such calculation and (ii) the initial invested
amounts of all outstanding Series, other than Excluded Series (except if an
Amortization Event has occurred with respect to such Excluded Series).

     "Fixed Accumulation Series" shall mean each outstanding Series, other than
Excluded Series, for which, pursuant to the terms of the related Supplement, the
commencement date of the Accumulation Period may not be changed at the option of
the Servicer.


<PAGE>
                                                                              18


     "Floating Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the sum of the Invested Amount and the CCA
Invested Amount, if any, as of the first day of such Due Period and the
denominator of which is the product of (a) the total amount of Principal
Receivables in the Trust as of the last day of the immediately preceding Due
Period and (b) the Series 1997-4 Allocation Percentage with respect to the Due
Period in respect of which the Floating Allocation Percentage is being
determined; provided, however, that, with respect to the first Due Period, the
Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Initial Invested Amount and the
denominator of which is the product of (x) the total amount of Principal
Receivables in the Trust on the Cut-Off Date and (y) the Series 1997-4
Allocation Percentage with respect to the Cut-Off Date; provided further that,
with respect to any Due Period in which a Lump Addition occurs or a removal of
Accounts pursuant to Section 2.10 of the Agreement occurs, the amount referred
to in clause (a) shall be the weighted average of the amount of Principal
Receivables in the Trust on the date on which such Lump Addition or removal of
Accounts occurs (after giving effect thereto) and the last day of the
immediately preceding Due Period.

     "Gross Amount" shall mean, for each Distribution Date with respect to a
Monthly Period, the sum of (a) the Gross Amount Allocation Percentage of
Allocable Finance Charge Collections for the Due Period immediately preceding
such Distribution Date, (b) Reallocated Investor Finance Charge Collections for
such Distribution Date and (c) the Class A Excess Investment Proceeds for such
Distribution Date, if any.

     "Gross Amount Allocation Percentage" shall mean 100% minus the Floating
Allocation Percentage.

     "Group One" shall mean Series 1997-4 and each other Series specified in the
related Supplement to be included in Group One.

     "Group One Investor Additional Amounts" shall mean, with respect to any
Distribution Date, the sum of (a) Series 1997-4 Additional Amounts for such
Distribution Date and (b) for all other Series included in Group One, the sum of
(i) the aggregate net amount by which the invested


<PAGE>
                                                                              19


amounts of the Investor Certificates of such Series have been reduced as a
result of investor charge-offs, subordination of principal collections and
funding the investor default amounts in respect of any Class of such Series as
of such Distribution Date and (ii) if the applicable Supplements so provide, the
aggregate unpaid amount of interest at the applicable certificate rates that has
accrued on the amounts described in the preceding clause (i) for such
Distribution Date.

     "Group One Investor Default Amount" shall mean, with respect to any
Distribution Date, the sum of (a) the Series 1997-4 Default Amount for such
Distribution Date and (b) the aggregate amount of the investor default amounts
for all other Series included in Group One for such Distribution Date.

     "Group One Investor Finance Charge Collections" shall mean, with respect to
any Distribution Date, the sum of (a) Investor Finance Charge Collections for
such Distribution Date and (b) the aggregate amount of the investor finance
charge collections for all other Series included in Group One for such
Distribution Date.

     "Group One Investor Monthly Fees" shall mean, with respect to any
Distribution Date, the sum of (a) Series 1997-4 Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group One for such
Distribution Date.

     "Group One Investor Monthly Interest" shall mean, with respect to any
Distribution Date, the sum of (a) Series 1997-4 Monthly Interest for such
Distribution Date and (b) the aggregate amount of monthly interest, including
overdue monthly interest and interest on such overdue monthly interest, if
applicable, for all other Series included in Group One for such Distribution
Date.

     "Initial Additional Cash Collateral Amount" shall mean the aggregate amount
of additional credit enhancement provided by each Additional Cash Collateral
Depositor for the benefit of the Series 1997-4 Certificates on the related
Additional Issuance Date.


<PAGE>
                                                                              20



     "Initial Cash Collateral Amount" shall mean the sum of (x) $55,860,000 and
(y) the aggregate amount of any additional credit enhancement provided by the
Cash Collateral Depositor for the benefit of the Series 1997-4 Certificates on
each Additional Issuance Date.

     "Initial Class B Additional Collateral Amount" shall mean the aggregate
amount of any additional credit enhancement provided by each Additional Cash
Collateral Depositor solely for the Class B Certificates on the related
Additional Issuance Date.

     "Initial Class B Collateral Amount" shall mean the sum of (x) $15,960,000
and (y) the aggregate amount of any additional credit enhancement provided by
the Cash Collateral Depositor solely for the Class B Certificates on each
Additional Issuance Date.

     "Initial Class B Enhancement Amount" shall mean the sum of the Initial
Class B Collateral Amount and the Initial Class B Additional Collateral Amount.

     "Initial Invested Amount" shall mean the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount.

     "Initial Shared Additional Collateral Amount" shall mean the aggregate
amount of any additional credit enhancement provided by each Additional Cash
Collateral Depositor to be shared by the Class A Certificates and the Class B
Certificates on the related Additional Issuance Date.

     "Initial Shared Collateral Amount" shall mean the sum of (x) $39,900,000
and (y) the aggregate amount of any additional credit enhancement provided by
the Cash Collateral Depositor to be shared by the Class A Certificates and the
Class B Certificates on each Additional Issuance Date.

     "Initial Shared Enhancement Amount" shall mean the sum of the Initial
Shared Collateral Amount and the Initial Shared Additional Collateral Amount.

     "Interest Draw Amount" shall have the meaning specified in Section 4.11(d).


<PAGE>
                                                                              21



     "Interest Funding Accounts" shall mean the Class A Interest Funding Account
and the Class B Interest Funding Account.

     "Interest Period" shall mean, (a) with respect to any Class A Payment Date,
the period from and including the Class A Payment Date immediately preceding
such Class A Payment Date (or, in the case of the first Class A Payment Date,
from and including the Closing Date) to but excluding such Class A Payment Date,
and (b) with respect to any Class B Payment Date, the period from and including
the Class B Payment Date immediately preceding such Class B Payment Date (or, in
the case of the first Class B Payment Date, from and including the Closing Date)
to but excluding such Class B Payment Date.

     "Interest Rate Swaps" shall mean the Class A Interest Rate Swaps and the
Class B Interest Rate Swaps.

     "Invested Amount" shall mean, when used with respect to any date, an amount
equal to the sum of (a) the Class A Invested Amount as of such date and (b) the
Class B Invested Amount as of such date; provided, however, for purposes of
Section 4.12(c) and Section 7.01, "Invested Amount" shall mean, when used with
respect to any date, an amount equal to the sum of (i) the Class A Invested
Amount as of such date, (ii) the Class B Invested Amount as of such date and
(iii) the CCA Invested Amount, if any, as of such date.

     "Investor Charge-Offs" shall mean, with respect to any Due Period, the
Class A Investor Charge-Offs for such Due Period and the Class B Investor
Charge-Offs for such Due Period.

     "Investor Finance Charge Collections" shall mean, with respect to any
Distribution Date, an amount equal to (a) the product of (i) the Floating
Allocation Percentage for the related Due Period and (ii) Allocable Finance
Charge Collections deposited in the Collection Account for the related Due
Period, minus (b) the aggregate amount of Servicer Interchange for the related
Due Period.

     "Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the Floating Allocation Percentage, with
respect to the Revolving Period, or the Principal Allocation Percentage, with
respect to the Accumulation Period or the Early


<PAGE>
                                                                              22


Amortization Period, of Allocable Principal Collections deposited in the
Collection Account for the related Due Period (or any partial Due Period which
occurs as the first Due Period during the Early Amortization Period), (b) the
amount, if any, of Collections of Finance Charge Receivables and Excess Finance
Charge Collections to be distributed pursuant to Section 4.06(a)(ii) or (c)(ii),
as the case may be, on such Distribution Date and (c) the amount, if any, of
Excess Finance Charge Collections to be distributed pursuant to Sections
4.09(b), (d), (f), (h) or (i) on such Distribution Date.

     "LIBOR" shall mean, as of any LIBOR Determination Date, the rate for
deposits in United States dollars for a period of the Designated Maturity
commencing on the first day of the relevant Interest Period which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on the day that is the LIBOR
Determination Date. If such rate does not appear on Telerate Page 3750, the rate
for that day will be determined on the basis of the rates at which deposits in
United States dollars are offered by the Reference Banks at approximately 11:00
a.m., London time, on that day to prime banks in the London interbank market for
a period of the Designated Maturity commencing on the first day of the relevant
Interest Period. The Servicer will request the principal London office of each
of the Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that day will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that day will be the arithmetic mean of the rates quoted by major banks in
New York City, selected by the Servicer, at approximately 11:00 a.m., New York
City time, on that day for loans in United States dollars to leading European
banks for the Designated Maturity commencing on the first day of the relevant
Interest Period.

     "LIBOR Determination Date" shall mean, with respect to any Interest Period,
the second London Business Day prior to the commencement of such Interest
Period.

     "Loan Agreement" shall mean the agreement among the Banks, the Trustee and
the Cash Collateral Depositor, dated as of the date hereof, and as may be
amended from time to time.


<PAGE>
                                                                              23



     "London Business Day" shall mean, a business day on which dealings in
deposits in United States dollars are transacted in the London interbank market.

     "Monthly Period" shall mean each period beginning on and including a
Distribution Date and ending on and including the day preceding the following
Distribution Date; provided that the first Monthly Period shall begin on the
first Distribution Date with respect to the Accumulation Period and the last
Monthly Period shall end on the day preceding the last Distribution Date with
respect to the Accumulation Period.

     "Net Servicing Fee Rate" shall mean (i) so long as Citibank (South Dakota)
or an Affiliate of Citibank (South Dakota) is the Servicer, 0.37% per annum and
(ii) if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is no
longer the Servicer, 0.77% per annum.

     "Principal Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Adjusted Invested Amount as of the
last day of the Revolving Period and the denominator of which is the product of
(a) the total amount of Principal Receivables in the Trust as of the last day of
the immediately preceding Due Period and (b) the Series 1997-4 Allocation
Percentage with respect to the Due Period in respect of which the Principal
Allocation Percentage is being determined; provided, however, that, with respect
to any Due Period in which a Lump Addition occurs or a removal of Accounts
pursuant to Section 2.10 of the Agreement occurs, the amount referred to in
clause (a) shall be the weighted average of the amount of Principal Receivables
in the Trust on the date on which such Lump Addition or removal of Accounts
occurs (after giving effect thereto) and the last day of the immediately
preceding Due Period.

     "Reallocated Investor Finance Charge Collections" shall mean that portion
of Group One Investor Finance Charge Collections allocated to Series 1997-4
pursuant to Section 4.12.

     "Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Invested Amount on such Distribution
Date, plus (ii) the CCA Invested Amount, if


<PAGE>
                                                                              24


any, on such Distribution Date, plus (iii) accrued and unpaid interest on the
unpaid balance of the Series 1997-4 Certificates (calculated on the basis of the
outstanding principal balance of the Class A Certificates and the Class B
Certificates at the Class A Certificate Rate and the Class B Certificate Rate,
respectively) through the day preceding such Distribution Date, plus (iv) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not deposited into the Class A Interest
Funding Account or the Class B Interest Funding Account, as applicable, on a
prior Distribution Date, plus (v) the amount of any Class A Net Swap Payments
and any Class B Net Swap Payments previously due but not distributed to the Swap
Counterparties as of such Distribution Date.

     "Reimbursement Draw Amount" shall have the meaning specified in Section
4.11(f).

     "Reference Banks" shall mean four major banks in the London interbank
market selected by the Servicer.

     "Replacement Interest Rate Swap" shall mean any replacement interest rate
swap having substantially similar terms and conditions as the Interest Rate Swap
which it replaces.

     "Required Amount" shall have the meaning specified in Section 4.05.

     "Required Credit Enhancement Amount" shall have the meaning specified in
Section 7.02(a).

     "Required Draw Amount" shall have the meaning specified in Section 4.11(c).

     "Required Surplus Finance Charge Amount" shall mean, with respect to any
Due Period, an amount equal to one-twelfth of the product of (a) the Invested
Amount as of the last day of the immediately preceding Due Period and (b) a
decimal to be set by the Sellers, which shall initially equal zero (and which
shall never be less than zero); provided, however, that for purposes of Section
2.01(b) such decimal shall at all times be deemed to be the decimal as set by
the Sellers plus 0.01. The Sellers may, from time to time, change the decimal to
be set for purposes of clause (b) upon notice to the Trustee, each Rating
Agency, the Cash Collateral Depositor and each


<PAGE>
                                                                              25


Additional Cash Collateral Depositor and, if such decimal is to be increased,
upon delivery by each Seller to the Trustee, the Cash Collateral Depositor and
each Additional Cash Collateral Depositor of a certificate of a Vice President
or more senior officer to the effect that such Seller reasonably believes that
such increase will not have an Adverse Effect and is not reasonably expected to
have an Adverse Effect at any time in the future.

     "Revolving Period" shall mean the period beginning at the close of business
on the Business Day immediately preceding the Cut-Off Date and ending on the
earlier of (a) the close of business on the day the Accumulation Period
commences and (b) the close of business on the day the Early Amortization Period
commences.

     "Sellers' Allocable Share" shall mean, for each Distribution Date with
respect to a Monthly Period, the Gross Amount for such Distribution Date less
the sum of (a) the Class A Allocable Share for such Distribution Date and (b)
the Class B Allocable Share for such Distribution Date.

     "Sellers' Percentage" shall mean 100% minus (a) the Floating Allocation
Percentage, when used with respect to Finance Charge Receivables and Defaulted
Receivables and Principal Receivables during the Revolving Period, and (b) the
Principal Allocation Percentage, when used with respect to Principal Receivables
during the Accumulation Period and the Early Amortization Period.

     "Series 1997-4" or "Series 1997-4 Certificates" shall mean the Series of
Investor Certificates (including any Additional Investor Certificates), the
terms of which are specified in this Series Supplement.

     "Series 1997-4 Accounts" shall have the meaning set forth in Section
4.04(c).

     "Series 1997-4 Additional Amounts" shall mean, with respect to any
Distribution Date, the sum of the amounts determined pursuant to Sections
4.09(b), (c)(ii), (f) and (i) for such Distribution Date.

     "Series 1997-4 Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 1997-4.


<PAGE>
                                                                              26



     "Series 1997-4 Certificateholders" shall mean the Holders of Series 1997-4
Certificates.

     "Series 1997-4 Certificateholders' Interest" shall mean the Class A
Certificateholders' Interest and the Class B Certificateholders' Interest.

     "Series 1997-4 Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the Allocable Defaulted Amount for the related Due
Period.

     "Series 1997-4 Excess Principal Collections" shall mean that portion of
Excess Principal Collections allocated to Series 1997-4 pursuant to Section
4.13.

     "Series 1997-4 Monthly Fees" shall mean, with respect to any Distribution
Date, the sum of (a) the amount determined pursuant to Section 4.09(g) and (b)
(i) for any Distribution Date with respect to the Revolving Period or the Early
Amortization Period, the amounts determined pursuant to Section 4.06(a)(iii),
Section 4.06(b)(ii) and Section 4.09(e), (ii) for any Distribution Date with
respect to any Monthly Period, the amounts determined pursuant to Section
4.06(c)(iii) and Section 4.06(d)(ii), or (iii) for any Distribution Date from
and including the April 2008 Distribution Date, to and including the
Distribution Date immediately preceding the Class A Expected Final Payment Date,
the amounts determined pursuant to Section 4.06(a)(iv) and Section 4.06(c)(iv).

     "Series 1997-4 Monthly Interest" shall mean (a) for any Distribution Date
with respect to the Revolving Period or the Early Amortization Period, the
amounts determined pursuant to Section 4.06(a)(i)(A) and (b)(i)(A) and any CCA
Monthly Interest for such Distribution Date or (b) for any Distribution Date
with respect to any Monthly Period, the amounts determined pursuant to Section
4.06(c)(i)(A) and (d)(i)(A) (excluding any amounts relating to the Class A
Funding Account Shortfall); provided, however, that Series 1997-4 Monthly
Interest shall be determined with reference to the Class A Swap Rate and the
Class B Swap Rate instead of the Class A Certificate Rate and the Class B
Certificate Rate, respectively, calculated on the basis of a 360-day year of
twelve 30-day months.

     "Series 1997-4 Principal Shortfall" shall have the meaning specified in
Section 4.13.


<PAGE>
                                                                              27



     "Series Supplement" shall mean this Series Supplement as amended and
supplemented from time to time, including without limitation, pursuant to
Section 7.02.

     "Servicer Interchange" shall mean, for any Due Period, the product of (a)
the Floating Allocation Percentage for such Due Period and (b) the portion of
Allocable Finance Charge Collections deposited in the Collection Account for
such Due Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Due Period shall not exceed one-twelfth of the
product of (i) the sum of the Invested Amount and the CCA Invested Amount, if
any, as of the last day of the preceding Due Period and (ii) 1.50%.

     "Servicing Fee" shall have the meaning specified in Section 3.01.

     "Servicing Fee Rate" shall mean 2.27% per annum.

     "Special Draw Amount" shall have the meaning specified in Section 4.11(g).

     "Special Payment Date" shall mean each Distribution Date with respect to
the Early Amortization Period.

     "Subordinated Principal Collections" shall mean, with respect to each
Distribution Date, the product of (a) the Floating Allocation Percentage, with
respect to the Revolving Period, or the Principal Allocation Percentage, with
respect to the Accumulation Period or the Early Amortization Period, of
Allocable Principal Collections deposited in the Collection Account for the
related Due Period (or any partial Due Period which occurs as the first Due
Period during the Early Amortization Period) and (b) the Class B Invested
Percentage for such Distribution Date.

     "Subordinated Series" shall mean any Series which, pursuant to the terms of
the related Supplement, is subordinated in any manner to the Series 1997-4
Certificates.

     "Subordinated Series Reallocated Principal Collections" shall mean, with
respect to any Distribution Date, that portion of Collections of Principal
Receivables allocable to a Subordinated Series which, pursuant to the terms of
the related Supplement, are to be reallocated to Series 1997-4 and treated as a
portion of Available Investor Principal Collections for such Distribution Date.


<PAGE>
                                                                              28



     "Surplus Finance Charge Collections" shall mean, with respect to any Due
Period, the amount of (a) Reallocated Investor Finance Charge Collections for
the related Distribution Date plus the Class A Adjusted Net Swap Receipt, if
any, for the related Transfer Date plus the Class B Net Swap Receipt, if any,
for the related Transfer Date minus (b) the sum of the amounts (but not
including any amounts relating to any Class A Funding Account Shortfall and any
Class A Funding Account Swap Payment in any such case), without duplication,
determined pursuant to (x) Section 4.06(a)(i), (ii), (iii) and (iv) or Section
4.06(c)(i), (ii), (iii) and (iv), as applicable, (y) Section 4.06(b)(i) and (ii)
or Section 4.06(d)(i) and (ii), as applicable, and (z) Section 4.09(a), (b),
(c), (d), (e), (f), (g), (h) and (i) (which determination shall be made without
regard to whether such amounts are actually paid pursuant to Section 4.06 or
Section 4.09).

     "Swap Counterparties" shall mean the Class A Swap Counterparties and the
Class B Swap Counterparties.

     "Telerate Page 3750" shall mean the display page so designated on the Dow
Jones Telerate Service (or such other page as may replace that page on the
service for the purpose of displaying comparable rates or prices).

     "Termination Date" shall mean the March 2011 Distribution Date.

     "Termination Proceeds" shall mean any Termination Proceeds arising out of a
sale of Receivables (or interests therein) pursuant to Section 12.02(c) of the
Agreement with respect to Series 1997-4.

     "Total Draw Amount" shall have the meaning specified in Section 4.11(i).

     "U.S. dollar" or "United States dollar" shall mean the lawful currency of
the United States of America.

     "Variable Accumulation Series" shall mean each outstanding Series, other
than Series 1997-4 and Excluded Series, which is not a Fixed Accumulation
Series.

     (b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Adverse Effect" shall mean whenever used in this Series
Supplement or the Agreement with respect to Series 1997-4 with respect


<PAGE>
                                                                              29


to any action, that such action will (i) at the time of its occurrence or at any
future date result in the occurrence of an Amortization Event, (ii) adversely
affect the amount of distributions to be made to the Class A Certificateholders
or the Class B Certificateholders or with respect to the CCA Invested Amount, if
any, pursuant to this Series Supplement or the timing of such distributions or
(iii) result at any time in the future in the amount of Surplus Finance Charge
Collections averaged over any three consecutive Due Periods not being in excess
of the Required Surplus Finance Charge Amount for the last of such three
consecutive Due Periods.

     (c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this Series
Supplement or the Agreement with respect to Series 1997-4, Moody's and Standard
& Poor's. As used in this Series Supplement and in the Agreement with respect to
Series 1997-4 (including, without limitation, for purposes of the investment of
funds in the Cash Collateral Account up to the Available Shared Enhancement
Amount on any date), "highest investment category" shall mean (i) in the case of
Standard & Poor's, A-1+ or AAA, as applicable, and (ii) in the case of Moody's,
P-1 or Aaa, as applicable; provided, however, notwithstanding any provision of
the Agreement or this Series Supplement, for purposes of the investment of funds
in the Cash Collateral Account (but only to the extent such funds exceed the
Available Shared Enhancement Amount on any date) and the Class B Interest
Funding Account, "highest investment category" as used in the definition of
"Eligible Investments" shall mean (i) in the case of Standard & Poor's, A-1,
A-1+ or AAA, as applicable, and (ii) in the case of Moody's, P-1 or Aaa, as
applicable.

     (d) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement.

     (e) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation".


<PAGE>
                                                                              30


     (f) The term "pro rata" when used in this Series Supplement with respect to
the Cash Collateral Depositor and each Additional Cash Collateral Depositor (or
the Cash Collateral Account and each Additional Cash Collateral Account, as
applicable) shall mean proportionately according to a share or interest in favor
of the Cash Collateral Depositor (or the Cash Collateral Account) equal to the
percentage equivalent of a fraction, the numerator of which is the Invested
Amount (before giving effect to any Additional Issuance with respect to which
the Cash Collateral Depositor has not provided additional Series Enhancement)
and the denominator of which is the Invested Amount (after giving effect to all
Additional Issuances through such date of determination) and a share or interest
in favor of each Additional Cash Collateral Depositor (or the related Additional
Cash Collateral Account) equal to the percentage equivalent of a fraction, the
numerator of which is the increase in the Invested Amount with respect to which
such Additional Cash Collateral Depositor has provided additional Series
Enhancement as a result of the related Additional Issuance and the denominator
of which is the Invested Amount (after giving effect to all Additional Issuances
through such date of determination).

     (g) Notwithstanding any provision of the Agreement or this Series
Supplement, the term "Eligible Institution", when used in the Agreement with
respect to Series 1997-4 shall mean, a depository institution organized under
the laws of the United States or any one of the states thereof, including the
District of Columbia (or a domestic branch of a foreign bank), which at all
times (a) has (i) a long-term unsecured debt rating of A2 or better by Moody's
and (ii) a certificate of deposit rating of P-1 by Moody's and (b) has (i) in
the case of the Collection Account, if such depository institution is an
Affiliate of Citicorp, a certificate of deposit rating of A-1 or better by
Standard & Poor's or (ii) for any other depository institution (or for any
Affiliate of Citicorp, in the case of any Series Account), either (x) a
long-term unsecured debt rating of AAA by Standard & Poor's or (y) a certificate
of deposit rating of A-1+ by Standard & Poor's; provided, however, that
"Eligible Institution" as such term is applied to a separate Cash Collateral
Account established exclusively for the deposit of the Initial Class B
Collateral Amount shall have the meaning stated above except that such
institution is required, with respect to Standard & Poor's, to have either a
long-term unsecured debt rating of at least A or a


<PAGE>
                                                                              31


certificate of deposit rating of at least A-1. However, any deposit account
established exclusively for the deposit of all or a portion of the Initial Class
B Collateral Amount shall not otherwise be considered to be separate from the
deposit account containing the related amount of the Initial Shared Collateral
Amount and the two together shall constitute one Cash Collateral Account for the
purposes of this Supplement.

     Section 2.02. Amendment to Definition of "Series Adjusted Invested Amount".
(a) Notwithstanding any provision of the Agreement or this Series Supplement,
the term "Series Adjusted Invested Amount" or "Adjusted Invested Amount", when
used in the Agreement or this Series Supplement with respect to Series 1997-4,
shall mean, for any Due Period, the initial principal amount of the Series
1997-4 Certificates (including the initial principal amount of any Additional
Investor Certificates issued through such Due Period) after subtracting
therefrom the excess, if any, of the cumulative amount of Investor Charge-Offs
as of the last day of the immediately preceding Due Period over the aggregate
reimbursement of Investor Charge-Offs as of such last day.

     (b) Each of the Sellers hereby represents and warrants to the Trustee as of
the date of this Series Supplement that, on or prior to the date of this Series
Supplement, the conditions set forth in Section 13.01(a) of the Agreement have
been satisfied with respect to the amendment set forth in Section 2.02(a).

     Section 2.03. Amendment of the Supplement Upon Termination of the Interest
Rate Swaps. If the Class A Interest Rate Swaps or the Class B interest Rate
Swaps are terminated by the Servicer with the prior approval of the Rating
Agency in accordance with Section 4.14(e) or 4.14(f) of this Supplement, any
necessary conforming amendments to this Supplement to reflect such termination
may be made by the parties hereto without the consent of the holders of
Certificates.


<PAGE>
                                                                              32


                                   ARTICLE III

                              Servicer and Trustee

     Section 3.01. Servicing Compensation. A monthly servicing fee (the
"Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of any Due Period (or portion thereof) occurring
prior to the earlier of the first Distribution Date following the Termination
Date and the first Distribution Date on which the Invested Amount and the CCA
Invested Amount, if any, are zero, in the aggregate amount specified below.

     On each Distribution Date, Servicer Interchange with respect to the related
Due Period that is on deposit in the Collection Account shall be withdrawn from
the Collection Account and paid to the Servicer in payment of a portion of the
Servicing Fee payable by the Series 1997-4 Certificateholders with respect to
such Due Period.

     The share of the Servicing Fee allocable to the Class A Certificateholders
(after giving effect to the distribution of Servicer Interchange, if any, to the
Servicer) with respect to any Distribution Date (the "Class A Monthly Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee
Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as
of the last day of the Due Period second preceding such Distribution Date and
(c) the Class A Invested Percentage with respect to such Distribution Date;
provided, however, with respect to the first Distribution Date, the Class A
Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class A
Initial Invested Amount at the Net Servicing Fee Rate for the period from the
Closing Date to but excluding the first Distribution Date, calculated on the
basis of a 360-day year of twelve 30-day months and provided further, that with
respect to the first Distribution Date of the related Due Period in which an
Additional Issuance Date occurs the Class A Monthly Servicing Fee shall be
increased by an amount equal to the product of (a) the Net Servicing Fee Rate,
(b) a fraction, the numerator of which is 30 minus the actual number of days in
the period from and including the fifteenth day of the calendar month in which
such Additional Issuance Date occurs to but excluding such Additional Issuance
Date and the denominator of which is 360, times (c) the increase in the Invested
Amount after giving effect to the related


<PAGE>
                                                                              33


Additional Issuance and (d) the Class A Invested Percentage with respect to such
Distribution Date. The share of the Servicing Fee allocable to the Class B
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Class B Monthly Servicing Fee") shall be equal to one-twelfth of the product of
(a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA
Invested Amount, if any, as of the last day of the Due Period second preceding
such Distribution Date and (c) the Class B Invested Percentage with respect to
such Distribution Date; provided, however, with respect to the first
Distribution Date, the Class B Monthly Servicing Fee shall be equal to the
Servicing Fee accrued on the Class B Initial Invested Amount at the Net
Servicing Fee Rate for the period from the Closing Date to but excluding the
first Distribution Date, calculated on the basis of a 360-day year of twelve
30-day months and provided further, that with respect to the first Distribution
Date of the related Due Period in which an Additional Issuance Date occurs, the
Class B Monthly Servicing Fee shall be increased by an amount equal to the
product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of
which is 30 minus the actual number of days in the period from and including the
fifteenth day of the calendar month in which such Additional Issuance Date
occurs to but excluding such Additional Issuance Date and the denominator of
which is 360, times (c) the increase in the Invested Amount after giving effect
to the related Additional Issuance and (d) the Class B Invested Percentage with
respect to such Distribution Date. The share of the Servicing Fee allocable, on
a pro rata basis, to the Cash Collateral Depositor and each Additional Cash
Collateral Depositor (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date
relating to the Early Amortization Period, following the Distribution Date on
which the Class A Invested Amount and the Class B Invested Amount are paid in
full (the "CCA Monthly Servicing Fee"), shall be equal to one-twelfth of the
product of (a) the Net Servicing Fee Rate and (b) the CCA Invested Amount, if
any, as of the last day of the Due Period second preceding such Distribution
Date.

     On each Distribution Date, the Sellers shall pay a portion of the Servicing
Fee with respect to the related Due Period in an amount equal to one-twelfth of
the product of (a) the Servicing Fee Rate, (b) the Sellers' Participation


<PAGE>
                                                                              34


Amount as of the last day of the Due Period second preceding such Distribution
Date (or, if a Lump Addition occurs or a removal of Accounts pursuant to Section
2.10 of the Agreement occurs in the following Due Period, the weighted average
of the Sellers' Participation Amount on the date on which such Lump Addition or
removal of Accounts occurs (after giving effect thereto) and the last day of the
second preceding Due Period) and (c) the Series 1997-4 Allocation Percentage for
the related Due Period. In no event shall the Trust, the Trustee, the Series
1997-4 Certificate-holders, the Cash Collateral Depositor or any Additional Cash
Collateral Depositor be liable for the share of the Servicing Fee to be paid by
the Sellers.

     The (i) Class A Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution pursuant to Section
4.06(a)(iii) or (c)(iii), as the case may be, (ii) Class B Monthly Servicing Fee
shall be payable to the Servicer solely to the extent amounts are available for
distribution pursuant to Section 4.06(b)(ii) or (d)(ii), as the case may be, and
(iii) CCA Monthly Servicing Fee shall be payable to the Servicer solely to the
extent amounts are available for distribution pursuant to Section 4.09(e).

     Section 3.02. Trustee Appointment of Agents. The Trustee may appoint one or
more agents to perform any of the Trustee's duties, responsibilities or
obligations with respect to Series 1997-4; provided, however, that regardless of
the appointment of any agent pursuant to this Section 3.02, the Trustee shall
continue to be fully responsible for all of its duties, responsibilities and
obligations with respect to Series 1997-4.


                                   ARTICLE IV

                 Rights of Series 1997-4 Certificateholders and
                    Allocation and Application of Collections

     Section 4.01. Allocations. (a) Allocations. Collections of Finance Charge
Receivables and Principal Receivables, Defaulted Receivables and Miscellaneous
Payments allocated to Series 1997-4 pursuant to Article IV of the Agreement
(and, as described herein, Collections of Finance Charge Receivables reallocated
from other Series in


<PAGE>
                                                                              35


Group One) shall be allocated and distributed or reallocated as set forth in
this Article.

     (b) Payments to Sellers. The Servicer shall withdraw from the Collection
Account and pay to the Sellers on the dates set forth below the following
amounts:

          (i) on Deposit Dates with respect to the Revolving Period and the
     Early Amortization Period:

               (A) an amount equal to the Sellers' Percentage for the related
          Due Period of Allocable Finance Charge Collections, minus, if Citibank
          (South Dakota) or an Affiliate of Citibank (South Dakota) is no longer
          the Servicer, the portion of the Servicing Fee with respect to the
          related Due Period that is required to be paid by the Sellers (which
          shall be withdrawn from the Collection Account and paid to the
          Servicer on the related Distribution Date); and

               (B) an amount equal to the Sellers' Percentage for the related
          Due Period of Allocable Principal Collections, if the Sellers'
          Participation Amount (determined after giving effect to any Principal
          Receivables transferred to the Trust on such Deposit Date) exceeds
          zero; and

          (ii) on Deposit Dates with respect to any Monthly Period:

               (A) an amount equal to the Sellers' Allocable Share for the
          related Distribution Date, minus, if Citibank (South Dakota) or an
          Affiliate of Citibank (South Dakota) is no longer the Servicer, the
          portion of the Servicing Fee with respect to the related Due Period
          that is required to be paid by the Sellers (which shall be withdrawn
          from the Collection Account and paid to the Servicer on the related
          Distribution Date); and

               (B) an amount equal to the Sellers' Percentage for the related
          Due Period of Allocable Principal Collections, if the Sellers'
          Participation Amount (determined after giving


<PAGE>
                                                                              36


          effect to any Principal Receivables transferred to the Trust on such
          Deposit Date) exceeds zero.

     The withdrawals to be made from the Collection Account pursuant to this
Section 4.01(b) do not apply to deposits into the Collection Account that do not
represent Collections, including Transfer Deposit Amounts, Adjustment Payments,
payment of the purchase price for the Certificateholders' Interest pursuant to
Section 2.06 or 10.01 of the Agreement, payment of the purchase price for the
Series 1997-4 Certificateholders' Interest pursuant to Section 7.01 of this
Series Supplement and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 9.02 or 12.02 of the Agreement.

     Section 4.02. Determination of Monthly Interest. (a) The amount of monthly
interest ("Class A Monthly Interest") distributable with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to the product of
(i) the Class A Certificate Rate with respect to the applicable Interest Period,
(ii) the outstanding principal balance of the Class A Certificates as of the
close of business on the preceding Distribution Date (after giving effect to any
distribution of Class A Monthly Principal on such preceding Distribution Date),
minus, for each Distribution Date with respect to the Accumulation Period, the
aggregate amount of all deposits of Class A Monthly Principal previously made to
the Class A Principal Funding Account and (iii) a fraction the numerator of
which is the actual number of days from and including the prior Distribution
Date to but excluding such Distribution Date and the denominator of which is
360; provided, however, with respect to the first Distribution Date, Class A
Monthly Interest shall be equal to $2,102,790; and provided further, that with
respect to the first Distribution Date of the related Due Period in which an
Additional Issuance Date occurs, Class A Monthly Interest shall be increased by
the amount of interest accrued and payable at the Class A Certificate Rate on
the principal amount of Additional Class A Certificates through but excluding
such Distribution Date.

     On the Transfer Date preceding each Class A Payment Date, the Servicer
shall determine the excess, if any (the "Class A Interest Shortfall") of (x) the
aggregate Class A Monthly Interest plus the aggregate Class A Covered Amount
(determined without reference to any Class A Funding


<PAGE>
                                                                              37


Account Swap Payments or any Class A Funding Account Swap Receipts) for the
Interest Period applicable to such Class A Payment Date over (y) the amount
which will be on deposit in the Class A Interest Funding Account on such Class A
Payment Date. If the Class A Interest Shortfall with respect to any Class A
Payment Date is greater than zero, an additional amount ("Class A Additional
Interest") equal to the product of (i) the Class A Certificate Rate, (ii) such
Class A Interest Shortfall (or the portion thereof which has not been paid to
Class A Certificateholders) and (iii) a fraction, the numerator of which is the
actual number of days from and including the prior Distribution Date to but
excluding such Distribution Date and the denominator of which is 360 shall be
payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Class A Payment Date to and including the Class
A Payment Date on which such Class A Interest Shortfall is paid to Class A
Certificateholders. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to Class A
Certificateholders only to the extent permitted by applicable law.

     (b) The amount of monthly interest ("Class B Monthly Interest")
distributable with respect to the Class B Certificates on any Distribution Date
shall be an amount equal to the product of (i) the Class B Certificate Rate with
respect to the applicable Interest Period, (ii) the Class B Invested Amount as
of the close of business on the preceding Distribution Date (after giving effect
to any increase or decrease of the Class B Invested Amount on such preceding
Distribution Date) and (iii) a fraction the numerator of which is the actual
number of days from and including the prior Distribution Date to but excluding
such Distribution Date and the denominator of which is 360; provided, however,
with respect to the first Distribution Date, Class B Monthly Interest shall be
equal to $138,778.56; and provided further, that with respect to the first
Distribution Date of the related Due Period in which an Additional Issuance Date
occurs, Class B Monthly Interest shall be increased by the amount of interest
accrued and payable at the Class B Certificate Rate on the principal amount of
Additional Class B Certificates through but excluding such Distribution Date.

     On the Transfer Date preceding each Class B Payment Date, the Servicer
shall determine the excess, if


<PAGE>
                                                                              38


any (the "Class B Interest Shortfall"), of (x) the aggregate Class B Monthly
Interest for the Interest Period applicable to such Class B Payment Date over
(y) the amount which will be on deposit in the Class B Interest Funding Account
on such Class B Payment Date. If the Class B Interest Shortfall with respect to
any Class B Payment Date is greater than zero, an additional amount ("Class B
Additional Interest") equal to the product of (i) the Class B Certificate Rate,
(ii) such Class B Interest Shortfall (or the portion thereof which has not been
paid to Class B Certificateholders) and (iii) a fraction, the numerator of which
is the actual number of days from and including the prior Distribution Date to
but excluding such Distribution Date and the denominator of which is 360, shall
be payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Class B Payment Date to and including the Class
B Payment Date on which such Class B Interest Shortfall is paid to Class B
Certificateholders. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to Class B
Certificateholders only to the extent permitted by applicable law.

     Section 4.03. Determination of Monthly Principal. (a) The amount of monthly
principal ("Class A Monthly Principal") distributable from the Collection
Account with respect to the Class A Certificates on each Distribution Date
beginning with the first to occur of (i) the first Special Payment Date, if any,
and (ii) the first Distribution Date to occur with respect to the Accumulation
Period, shall be equal to the Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date;
provided, however, that for each Distribution Date with respect to any Monthly
Period, Class A Monthly Principal shall not exceed the Controlled Distribution
Amount for such Distribution Date; and provided further that Class A Monthly
Principal shall not exceed the Class A Invested Amount.

     (b) The amount of monthly principal ("Class B Monthly Principal")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date beginning with the Class B Principal
Commencement Date, shall be equal to the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal
Collections applied to


<PAGE>
                                                                              39


Class A Monthly Principal on such Distribution Date); provided, however, that
Class B Monthly Principal shall not exceed the Class B Invested Amount.

     Section 4.04. Establishment of Funding Accounts. (a)(i) The Servicer, for
the benefit of the Class A Certificateholders, shall establish and maintain in
the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account
(the "Class A Interest Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class A Certificateholders. The Class A Interest Funding Account shall initially
be established with Citibank, N.A.

     (ii) The Servicer, for the benefit of the Class B Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Class B Interest Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Class B Certificateholders. The Class B Interest Funding Account
shall initially be established with Citibank, N.A.

     (iii) At the direction of the Servicer, funds on deposit in the Interest
Funding Accounts shall be invested by the Trustee in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by the
Trustee for the benefit of the Class A Certificateholders or the Class B
Certificateholders, as applicable; provided that on each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Interest Funding Accounts shall be paid to the
Sellers. Funds deposited in the Interest Funding Accounts on any Distribution
Date (which are not distributed to Class A Certificateholders or Class B
Certificateholders, as applicable, pursuant to Section 4.07 on such Distribution
Date) shall be invested in Eligible Investments that will mature so that such
funds will be available at the close of business on the Transfer Date preceding
the following Distribution Date. Funds deposited in either Interest Funding
Account on a Transfer Date (which immediately precedes a Class A Payment Date or
a Class B Payment Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.

     (b)(i) The Servicer, for the benefit of the Class A Certificateholders,
shall establish and maintain in


<PAGE>
                                                                              40


the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account
(the "Class A Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class A Certificateholders. The Class A Principal Funding Account shall
initially be established with Citibank, N.A.

     (ii) At the direction of the Servicer, funds on deposit in the Class A
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Class A Certificateholders; provided
that on each Distribution Date all interest and other investment income (net of
investment expenses) on funds on deposit therein shall be applied as set forth
in clause (iii) below. Funds on deposit in the Class A Principal Funding Account
shall be invested in Eligible Investments that will mature so that such funds
will be available at the close of business on the Transfer Date preceding the
following Distribution Date. Funds deposited in the Class A Principal Funding
Account on a Transfer Date (which immediately precedes a Distribution Date) upon
the maturity of any Eligible Investments are not required to be invested
overnight.

     (iii) On each Distribution Date with respect to the Accumulation Period,
the Servicer shall withdraw from the Class A Principal Funding Account and
deposit in the Class A Interest Funding Account all interest and other
investment income (net of investment expenses) on funds then on deposit in the
Class A Principal Funding Account; provided, however, that Class A Excess
Investment Proceeds, if any, with respect to any Distribution Date, shall be
deposited in the Collection Account and treated as a portion of the Gross
Amount.

     (iv) Reinvested interest and other investment income on funds deposited in
the Class A Principal Funding Account shall not be considered to be principal
amounts on deposit therein for purposes of this Series Supplement.

     (c)(i) The Trustee shall possess all right, title and interest in all funds
on deposit from time to time in the Interest Funding Accounts and the Class A
Principal Funding Account (collectively, the "Series 1997-4 Accounts") and in
all proceeds thereof. The Series 1997-4 Accounts shall be under the sole
dominion and control of the Trustee


<PAGE>
                                                                              41


for the benefit of the Class A Certificateholders, Class B Certificateholders,
the Cash Collateral Depositor or any Additional Cash Collateral Depositor, as
the case may be. If, at any time, any of the Series 1997-4 Accounts ceases to be
an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days,
as to which each Rating Agency may consent) establish a new Series 1997-4
Account meeting the conditions specified in paragraph (a)(i) or (ii) or (b)(i)
above, as applicable, as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Series 1997-4 Account.

     (ii) Pursuant to the authority granted to the Servicer in Section 3.01(b)
of the Agreement, the Servicer shall have the power, revocable by the Trustee,
to make withdrawals and payments or to instruct the Trustee to make withdrawals
and payments from the Series 1997-4 Accounts for the purposes of carrying out
the Servicer's or Trustee's duties hereunder. Pursuant to the authority granted
to the Paying Agent in Section 5.01 of this Series Supplement and Section 6.07
of the Agreement, the Paying Agent shall have the power, revocable by the
Trustee, to withdraw funds from the Series 1997-4 Accounts for the purpose of
making distributions to the Series 1997-4 Certificateholders.

     Section 4.05. Required Amount. With respect to each Distribution Date, on
the related Transfer Date, the Servicer shall determine the amount (the
"Required Amount"), if any, by which (a) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due but
not deposited in the Class A Interest Funding Account on a prior Distribution
Date, (iii) Class A Additional Interest, if any, for such Distribution Date and
any Class A Additional Interest previously due but not deposited into the Class
A Interest Funding Account on a prior Distribution Date (but not including any
amount relating to any Class A Funding Account Shortfall), (iv) at such time as
Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is no longer
the Servicer, the Class A Monthly Servicing Fee for such Distribution Date, (v)
the Class A Investor Default Amount, if any, for such Distribution Date, (vi)
the Class A Adjusted Net Swap Payment, if any, for the Transfer Date relating to
such Distribution Date and (vii) any Class A Adjusted Net Swap Payments
previously due but not distributed to the Class A Swap Counterparties exceeds


<PAGE>
                                                                              42



(b)(i) the product of (x) Reallocated Investor Finance Charge Collections for
such Distribution Date and (y) the Class A Invested Percentage for such
Distribution Date, minus (ii) if Citibank (South Dakota) or an Affiliate of
Citibank (South Dakota) is the Servicer, the portion of the Class A Monthly
Servicing Fee for such Distribution Date that will be paid on such Distribution
Date pursuant to Section 4.06(a)(iii) or (c)(iii), as the case may be, out of
funds on deposit in the Collection Account available therefor, plus (iii) the
Class A Adjusted Net Swap Receipt, if any, for the Transfer Date relating to
such Distribution Date and any Class A Adjusted Net Swap Receipts previously due
but not deposited in the Collection Account (to the extent such amount has been
deposited in the Collection Account on such Transfer Date). The Servicer will
give the Trustee notice of the Required Amount on any Transfer Date on which the
Servicer determines that the Required Amount is greater than zero.

     Section 4.06. Application of Reallocated Investor Finance Charge
Collections and Available Investor Principal Collections. The Servicer shall
apply (if Citibank (South Dakota) is the Servicer and the Collection Account is
maintained with Citibank (South Dakota)) or shall cause the Trustee to apply,
for each Distribution Date, Allocable Finance Charge Collections (other than any
portion thereof reallocated to other Series in Group One), Collections of
Finance Charge Receivables reallocated to Series 1997-4 from other Series in
Group One, any Class A Net Swap Receipts, any Class B Net Swap Receipts and
Available Investor Principal Collections on deposit in the Collection Account
with respect to such Distribution Date, to make the following distributions:

     (a) Subject to Section 4.06(c), for each Distribution Date, an amount equal
to the sum of (x) the product of Reallocated Investor Finance Charge Collections
with respect to such Distribution Date and the Class A Invested Percentage for
such Distribution Date and (y) the Class A Net Swap Receipt, if any, for the
Transfer Date relating to such Distribution Date, plus any Class A Net Swap
Receipts previously due but not deposited in the Collection Account (to the
extent such amounts have been deposited in the Collection Account on the
Transfer Date relating to such Distribution Date), will be distributed in the
following priority; provided, however, that if such funds on deposit in the
Collection Account available


<PAGE>
                                                                              43


therefor are less than the sum of the amounts specified in paragraphs (i), (ii)
and (iii) below, such funds shall be allocated among such paragraphs in
proportion to the respective amounts specified in each such paragraph; and
provided further that funds allocated to the Class A Certificateholders pursuant
to paragraphs (i) and (ii) below will be applied first to the amount specified
under paragraph (i) below and second to the amount specified under paragraph
(ii) below:

               (i) (A) an amount equal to Class A Monthly Interest for such
          Distribution Date, plus the amount of any Class A Monthly Interest
          previously due but not deposited into the Class A Interest Funding
          Account on a prior Distribution Date, plus the amount of any Class A
          Additional Interest for such Distribution Date and any Class A
          Additional Interest previously due but not deposited into the Class A
          Interest Funding Account on a prior Distribution Date, plus the amount
          of any Class A Funding Account Shortfall previously due but not
          deposited into the Class A Interest Funding Account on a prior
          Distribution Date shall be deposited by the Servicer or the Trustee
          into the Class A Interest Funding Account on such Distribution Date
          and (B) an amount equal to the Class A Adjusted Net Swap Payment, if
          any, for the Transfer Date relating to such Distribution Date, plus
          the amount of any Class A Adjusted Net Swap Payments previously due
          but not distributed to the Class A Swap Counterparties, plus any Class
          A Funding Account Swap Payments previously due but not distributed to
          the Class A Swap Counterparties shall be distributed to the Class A
          Swap Counterparties on the Transfer Date relating to such Distribution
          Date pursuant to the Class A Interest Rate Swaps; provided, however,
          if the funds available to pay the amounts due pursuant to clauses (A)
          and (B) above are less than the sum of the amounts specified in
          clauses (A) and (B) above, such funds shall be allocated between such
          amounts pro rata;

               (ii) an amount equal to the Class A Investor Default Amount for
          such Distribution Date shall be treated as a portion of Investor
          Principal Collections for such Distribution Date;

               (iii) an amount equal to the Class A Monthly Servicing Fee for
          such Distribution Date shall be


<PAGE>
                                                                              44


          distributed to the Servicer (unless such amount has been netted
          against deposits to the Collection Account);

               (iv) on each Distribution Date beginning with the April 2008
          Distribution Date to but excluding the Distribution Date with respect
          to the first Monthly Period, an amount equal to the Class A Investment
          Fee, if any, for such Distribution Date shall be distributed to the
          Sellers (unless such amount has been netted against deposits to the
          Collection Account); and

               (v) the balance, if any, shall constitute Excess Finance Charge
          Collections and shall be allocated and distributed as set forth in
          Section 4.09.

     (b) Subject to Section 4.06(d), for each Distribution Date, an amount equal
to the sum of (x) the product of Reallocated Investor Finance Charge Collections
with respect to such Distribution Date and the Class B Invested Percentage for
such Distribution Date and (y) the Class B Net Swap Receipt, if any, for the
Transfer Date relating to such Distribution Date, plus any Class B Net Swap
Receipts previously due but not deposited in the Collection Account (to the
extent such amounts have been deposited in the Collection Account on the
Transfer Date relating to such Distribution Date), will be distributed in the
following priority; provided, however, that if such funds on deposit in the
Collection Account available therefor are less than the sum of the amounts
specified in paragraphs (i) and (ii) below, such funds shall be allocated
between such paragraphs in proportion to the respective amounts specified in
each such paragraph:

               (i) (A) an amount equal to Class B Monthly Interest for such
          Distribution Date, plus the amount of any Class B Monthly Interest
          previously due but not deposited into the Class B Interest Funding
          Account on a prior Distribution Date, plus the amount of any Class B
          Additional Interest for such Distribution Date and any Class B
          Additional Interest previously due but not deposited into the Class B
          Interest Funding Account on a prior Distribution Date, shall be
          deposited by the Servicer or the Trustee into the Class B Interest
          Funding Account on such Distribution Date and (B) an amount equal to
          the Class B Net Swap Payment, if any, for the Transfer Date relating
          to such Distribution


<PAGE>
                                                                              45


          Date, plus the amount of any Class B Net Swap Payments previously due
          but not distributed to the Class B Swap Counterparties, shall be
          distributed to the Class B Swap Counterparties on the Transfer Date
          relating to such Distribution Date pursuant to the Class B Interest
          Rate Swaps; provided, however, if the funds available to pay the
          amounts due pursuant to clauses (A) and (B) above are less than the
          sum of the amounts specified in clauses (A) and (B) above, such funds
          shall be allocated between such amounts pro rata;

               (ii) an amount equal to the Class B Monthly Servicing Fee for
          such Distribution Date shall be distributed to the Servicer (unless
          such amount has been netted against deposits to the Collection
          Account); and

               (iii) the balance, if any, shall constitute Excess Finance Charge
          Collections and shall be allocated and distributed as set forth in
          Section 4.09.

     (c) For each Distribution Date with respect to a Monthly Period, an amount
equal to the sum of (x) the Class A Allocable Share with respect to such
Distribution Date and (y) the Class A Net Swap Receipt, if any, for the Transfer
Date relating to such Distribution Date, plus any Class A Net Swap Receipts
previously due but not deposited in the Collection Account (to the extent such
amounts have been deposited in the Collection Account on the Transfer Date
relating to such Distribution Date), will be distributed in the following
priority; provided, however, that if such funds on deposit in the Collection
Account available therefor are less than the sum of the amounts specified in
paragraphs (i), (ii) and (iii) below, such funds shall be allocated among such
paragraphs in proportion to the respective amounts specified in each such
paragraph; and provided further that funds allocated to the Class A
Certificateholders pursuant to paragraphs (i) and (ii) below will be applied
first to the amount specified under paragraph (i) below and second to the amount
specified under paragraph (ii) below:

               (i) (A) an amount equal to Class A Monthly Interest for such
          Distribution Date, plus the amount of any Class A Monthly Interest
          previously due but not deposited into the Class A Interest Funding
          Account on a prior Distribution Date, plus (without duplication)


<PAGE>
                                                                              46


          the amount of any Class A Funding Account Shortfall for such
          Distribution Date and the amount of any Class A Funding Account
          Shortfall previously due but not deposited into the Class A Interest
          Funding Account on a prior Distribution Date, plus the amount of any
          Class A Additional Interest for such Distribution Date and any Class A
          Additional Interest previously due but not deposited into the Class A
          Interest Funding Account on a prior Distribution Date, shall be
          deposited by the Servicer or the Trustee into the Class A Interest
          Funding Account on such Distribution Date and (B) an amount equal to
          the Class A Adjusted Net Swap Payment, if any, for the Transfer Date
          relating to such Distribution Date, plus the amount of any Class A
          Adjusted Net Swap Payments previously due but not distributed to the
          Class A Swap Counterparties, plus (without duplication) the amount of
          any Class A Funding Account Swap Payment for the Transfer Date
          relating to such Distribution Date, plus any Class A Funding Account
          Swap Payments previously due but not distributed to the Class A Swap
          Counterparties, shall be distributed to the Class A Swap
          Counterparties on the Transfer Date relating to such Distribution Date
          pursuant to the Class A Interest Rate Swaps; provided, however, if the
          funds available to pay the amounts due pursuant to clauses (A) and (B)
          above are less than the sum of the amounts specified in clauses (A)
          and (B) above, such funds shall be allocated between such amounts pro
          rata;

               (ii) an amount equal to the Class A Investor Default Amount for
          such Distribution Date shall be treated as a portion of Investor
          Principal Collections for such Distribution Date;

               (iii) an amount equal to the Class A Monthly Servicing Fee for
          such Distribution Date shall be distributed to the Servicer (unless
          such amount has been netted against deposits to the Collection
          Account);

               (iv) prior to and including the Distribution Date immediately
          preceding the Class A Expected Final Payment Date, an amount equal to
          the Class A Investment Fee, if any, for such Distribution Date shall
          be distributed to the Sellers (unless such amount has been netted
          against deposits to the Collection Account); and


<PAGE>
                                                                              47


               (v) the balance, if any, shall constitute Excess Finance Charge
          Collections and shall be allocated and distributed as set forth in
          Section 4.09.

     (d) For each Distribution Date with respect to a Monthly Period, an amount
equal to the sum of (x) the Class B Allocable Share with respect to such
Distribution Date and (y) the Class B Net Swap Receipt, if any, for the Transfer
Date relating to such Distribution Date, plus any Class B Net Swap Receipts
previously due but not deposited in the Collection Account (to the extent such
amounts have been deposited in the Collection Account on the Transfer Date
relating to such Distribution Date), will be distributed in the following
priority; provided, however, that if such funds on deposit in the Collection
Account available therefor are less than the sum of the amounts specified in
paragraphs (i) and (ii) below, such funds shall be allocated between such
paragraphs in proportion to the respective amounts specified in each such
paragraph:

               (i) (A) an amount equal to Class B Monthly Interest for such
          Distribution Date, plus the amount of any Class B Monthly Interest
          previously due but not deposited into the Class B Interest Funding
          Account on a prior Distribution Date, plus the amount of any Class B
          Additional Interest for such Distribution Date and any Class B
          Additional Interest previously due but not deposited into the Class B
          Interest Funding Account on a prior Distribution Date, shall be
          deposited by the Servicer or the Trustee into the Class B Interest
          Funding Account on such Distribution Date and (B) an amount equal to
          the Class B Net Swap Payment, if any, for the Transfer Date relating
          to such Distribution Date, plus the amount of any Class B Net Swap
          Payments previously due but not distributed to the Class B Swap
          Counterparties, shall be distributed to the Class B Swap
          Counterparties on the Transfer Date relating to such Distribution Date
          pursuant to the Class B Interest Rate Swaps; provided, however, if the
          funds available to pay the amounts due pursuant to clauses (A) and (B)
          above are less than the sum of the amounts specified in clauses (A)
          and (B) above, such funds shall be allocated between such amounts pro
          rata;

               (ii) an amount equal to the Class B Monthly Servicing Fee for
          such Distribution Date shall be distributed to the Servicer (unless
          such amount has


<PAGE>
                                                                              48


          been netted against deposits to the Collection Account); and

               (iii) the balance, if any, shall constitute Excess Finance Charge
          Collections and shall be allocated and distributed as set forth in
          Section 4.09.

     (e) On each Distribution Date with respect to the Revolving Period, an
amount equal to the Available Investor Principal Collections deposited in the
Collection Account for the related Due Period shall be treated as Excess
Principal Collections and applied in accordance with Section 4.04 of the
Agreement.

     (f) On each Distribution Date with respect to the Accumulation Period or
the Early Amortization Period, an amount equal to Available Investor Principal
Collections deposited in the Collection Account for the related Due Period will
be distributed in the following priority:

               (i) an amount equal to Class A Monthly Principal for such
          Distribution Date, up to the Class A Invested Amount, shall be
          deposited by the Servicer or the Trustee into the Class A Principal
          Funding Account;

               (ii) for each Distribution Date with respect to the Accumulation
          Period prior to the Class B Principal Commencement Date, unless an
          Amortization Event has occurred, after giving effect to the
          distribution referred to in clause (i) above, an amount equal to the
          balance, if any, of such Available Investor Principal Collections then
          on deposit in the Collection Account shall be treated as Excess
          Principal Collections and applied in accordance with Section 4.04 of
          the Agreement;

               (iii) for each Distribution Date, beginning with the Class B
          Principal Commencement Date, after giving effect to the distribution
          referred to in clause (i) above, an amount equal to the balance, if
          any, of such Available Investor Principal Collections then on deposit
          in the Collection Account, to the extent of Class B Monthly Principal,
          shall be distributed by the Servicer or the Trustee to the Class B
          Certificateholders;


<PAGE>
                                                                              49


               (iv) for each Distribution Date with respect to the Early
          Amortization Period, beginning with the Distribution Date on which the
          Class A Invested Amount and the Class B Invested Amount are paid in
          full, after giving effect to the distributions referred to above, an
          amount equal to the balance, if any, of such Available Investor
          Principal Collections then on deposit in the Collection Account, to
          the extent of CCA Monthly Principal, if any, shall be distributed, pro
          rata, by the Servicer or the Trustee to the Cash Collateral Depositor
          and each Additional Cash Collateral Depositor, in accordance with the
          Loan Agreement and each Additional Loan Agreement, respectively; and

               (v) for each Distribution Date, after giving effect to the
          distributions referred to above, an amount equal to the balance, if
          any, of such Available Investor Principal Collections then on deposit
          in the Collection Account shall be treated as Excess Principal
          Collections and applied in accordance with Section 4.04 of the
          Agreement.

     Section 4.07. Distributions to Series 1997-4 Certificateholders. (a) The
Servicer shall make (if Citibank (South Dakota) is the Servicer and the
Collection Account is maintained with Citibank (South Dakota)) or shall cause
the Trustee to make the following distributions at the following times from the
Class A Interest Funding Account and the Class A Principal Funding Account:

               (i) on each Class A Payment Date, all amounts on deposit in the
          Class A Interest Funding Account shall be distributed to the Paying
          Agent for payment to the Class A Certificateholders; and

               (ii) on each Special Payment Date and on the Class A Expected
          Final Payment Date, all amounts on deposit in the Class A Principal
          Funding Account, to the extent of the Class A Invested Amount, shall
          be distributed to the Paying Agent for payment to the Class A
          Certificateholders.

     (b) The Servicer shall make (if Citibank (South Dakota) is the Servicer and
the Collection Account is maintained with Citibank (South Dakota)) or shall
cause the Trustee to make the following distributions at the following


<PAGE>
                                                                              50


times from the Class B Interest Funding Account and the Collection Account:

               (i) on each Class B Payment Date, all amounts on deposit in the
          Class B Interest Funding Account shall be distributed to the Paying
          Agent for payment to the Class B Certificateholders; and

               (ii) on each Special Payment Date and on the Class B Expected
          Final Payment Date, all amounts on deposit in the Collection Account
          which are to be distributed to the Class B Certificateholders pursuant
          to this Series Supplement, to the extent of the principal amount of
          the Class B Certificates, shall be distributed to the Paying Agent for
          payment to the Class B Certificateholders.

     (c) The distributions to be made pursuant to this Section are subject to
the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the Agreement and
Sections 8.01 and 8.02 of this Series Supplement.

     Section 4.08. Investor Charge-Offs. (a) If on any Distribution Date the
Required Amount for such Distribution Date exceeds the sum of (x) the amount of
Subordinated Principal Collections with respect to such Distribution Date, (y)
the amount of Excess Finance Charge Collections with respect to such
Distribution Date and (z) the Available Shared Enhancement Amount with respect
to such Distribution Date, the CCA Invested Amount shall be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount
for such Distribution Date. In the event that such reduction would cause the CCA
Invested Amount to be a negative number, the CCA Invested Amount shall be
reduced to zero, and the Class B Invested Amount shall be reduced by the amount
by which the CCA Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the amount of such reduction, if any, of the CCA Invested
Amount. In the event that such reduction would cause the Class B Invested Amount
to be a negative number, the Class B Invested Amount shall be reduced to zero,
and the Class A Invested Amount will be reduced by the amount by which the Class
B Invested Amount would have been reduced below zero, but not by more than the
excess, if any, of the Class A Investor Default Amount for such Distribution
Date over the aggregate amount


<PAGE>
                                                                              51


of the reductions, if any, of the CCA Invested Amount and the Class B Invested
Amount for such Distribution Date pursuant to this Section 4.08(a) (a "Class A
Investor Charge-Off"). Class A Investor Charge-Offs shall thereafter be
reimbursed and the Class A Invested Amount increased (but not by an amount in
excess of the aggregate Class A Investor Charge-Offs) on any Distribution Date
by the sum of (i) Allocable Miscellaneous Payments with respect to such
Distribution Date and (ii) the amount of Excess Finance Charge Collections
allocated and available for that purpose pursuant to Section 4.09(b).

     (b) If on any Distribution Date the Class B Investor Default Amount for
such Distribution Date exceeds the sum of (x) the amount of Excess Finance
Charge Collections with respect to such Distribution Date which are allocated
and available to pay the Class B Investor Default Amount pursuant to Section
4.09(d) and (y) the portion, if any, of the Available Shared Enhancement Amount
with respect to such Distribution Date (after giving effect to any withdrawal
from the Cash Collateral Account or any Additional Cash Collateral Account to
fund the Required Draw Amount with respect to such Distribution Date), then the
CCA Invested Amount shall be reduced by the amount of such excess. In the event
that such reduction would cause the CCA Invested Amount to be a negative number,
the CCA Invested Amount shall be reduced to zero, and the Class B Invested
Amount shall be reduced by the amount by which the CCA Invested Amount would
have been reduced below zero (a "Class B Investor Charge-Off"). Class B Investor
Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount
increased (but not by an amount in excess of the aggregate Class B Investor
Charge-Offs) on any Distribution Date by the sum of (i) Allocable Miscellaneous
Payments with respect to such Distribution Date (but only to the extent such
amount is not required to reimburse Class A Investor Charge-Offs pursuant to
paragraph (a) above) and (ii) the amount of Excess Finance Charge Collections
allocated and available for that purpose pursuant to Section 4.09(f).

     (c) If on any Distribution Date Subordinated Principal Collections for such
Distribution Date are allocated pursuant to Section 4.10(a), the CCA Invested
Amount shall be reduced by the amount of such Subordinated Principal
Collections. In the event that such reduction would cause the CCA Invested
Amount to be a negative number, the CCA Invested Amount shall be reduced to
zero, and the


<PAGE>
                                                                              52


Class B Invested Amount shall be reduced by the amount by which the CCA Invested
Amount would have been reduced below zero.

     (d) If on any Distribution Date the CCA Default Amount for such
Distribution Date exceeds the amount of Excess Finance Charge Collections with
respect to such Distribution Date which are allocated and available to pay the
CCA Default Amount pursuant to Section 4.09(h), then the CCA Invested Amount
shall be reduced by the amount of such excess (a "CCA Charge-Off"). CCA
Charge-Offs shall thereafter be reimbursed and the CCA Invested Amount increased
(but not by an amount in excess of the aggregate CCA Charge-Offs) on any
Distribution Date by the sum of (i) Allocable Miscellaneous Payments with
respect to such Distribution Date (but only to the extent such amount is not
required to reimburse Class A Investor Charge-Offs or Class B Investor
Charge-Offs pursuant to paragraph (a) or (b) above) and (ii) the amount of
Excess Finance Charge Collections allocated and available for that purpose
pursuant to Section 4.09(i).

     Section 4.09. Excess Finance Charge Collections. The Servicer shall apply
(if Citibank (South Dakota) is the Servicer and the Collection Account is
maintained with Citibank (South Dakota)) or shall cause the Trustee to apply, on
each Distribution Date, Excess Finance Charge Collections with respect to such
Distribution Date, to make the following distributions in the following
priority:

               (a) an amount equal to the Required Amount, if any, with respect
          to such Distribution Date shall be distributed first to fund any
          deficiency pursuant to Section 4.06(a)(i) or (c)(i) (but not including
          any amount relating to any Class A Funding Account Shortfall and any
          Class A Funding Account Swap Payment) and second to pay the Class A
          Investor Default Amount, if any, for such Distribution Date pursuant
          to Section 4.06(a)(ii) or (c)(ii), as the case may be; provided,
          however, that at such time as Citibank (South Dakota) or an Affiliate
          of Citibank (South Dakota) is no longer the Servicer, such Excess
          Finance Charge Collections shall be distributed second to fund any
          deficiency in the Class A Monthly Servicing Fee for such Distribution
          Date and third to pay the Class A Investor Default Amount, if any, for
          such Distribution Date;


<PAGE>
                                                                              53


               (b) an amount equal to the aggregate amount of Class A Investor
          Charge-Offs which have not been previously reimbursed (after giving
          effect to the allocation on such Distribution Date of any amount for
          that purpose pursuant to Section 4.08(a)(i)) shall be treated as a
          portion of Investor Principal Collections with respect to such
          Distribution Date;

               (c) (i) an amount equal to (A) Class B Monthly Interest due but
          not deposited into the Class B Interest Funding Account on such
          Distribution Date, plus the amount of any Class B Monthly Interest
          previously due but not deposited into the Class B Interest Funding
          Account on a prior Distribution Date, (B) the Cumulative Excess
          Interest Amount for such Distribution Date and (C) the amount of any
          Class B Additional Interest due but not deposited into the Class B
          Interest Funding Account on such Distribution Date and any Class B
          Additional Interest previously due but not deposited into the Class B
          Interest Funding Account on a prior Distribution Date, shall be
          deposited into the Class B Interest Funding Account and (ii) an amount
          equal to the Class B Net Swap Payment due but not distributed to the
          Class B Swap Counterparties on the Transfer Date relating to such
          Distribution Date, plus the amount of any Class B Net Swap Payments
          previously due but not distributed to the Class B Swap Counterparties,
          shall be distributed to the Class B Swap Counterparties; provided,
          however, if the funds available to pay the amounts due pursuant to
          clauses (i) and (ii) above are less than the sum of the amounts
          specified in clauses (i) and (ii) above, such funds shall be allocated
          between such amounts pro rata;

               (d) an amount equal to the Class B Investor Default Amount for
          such Distribution Date shall be treated as a portion of Investor
          Principal Collections with respect to such Distribution Date;

               (e) with respect to each Distribution Date following the
          Distribution Date on which the Class A Invested Amount and the Class B
          Invested Amount are paid in full, provided an Economic Special Payment
          Date has occurred, an amount equal to the CCA Monthly Servicing Fee
          for such Distribution Date shall be distributed to the Servicer
          (unless such amount has


<PAGE>
                                                                              54


          been netted against deposits to the Collection Account);

               (f) an amount equal to the aggregate amount by which the Class B
          Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
          of the definition of "Class B Invested Amount" (but not in excess of
          the aggregate amount of such reductions which have not been previously
          reimbursed) shall be treated as a portion of Investor Principal
          Collections with respect to such Distribution Date;

               (g) an amount equal to (i) the "Monthly Cash Collateral Fee" (as
          defined in the Loan Agreement) and (ii) the "Monthly Additional Cash
          Collateral Fee" (as defined in each Additional Loan Agreement) for
          such Distribution Date shall be distributed, pro rata, to the Cash
          Collateral Depositor and each Additional Cash Collateral Depositor, in
          accordance with the provisions of the Loan Agreement and each
          Additional Loan Agreement, respectively;

               (h) an amount equal to the CCA Default Amount for such
          Distribution Date shall be treated as a portion of Investor Principal
          Collections with respect to such Distribution Date;

               (i) an amount equal to the aggregate amount by which the CCA
          Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
          of the definition of "CCA Invested Amount" (but not in excess of the
          aggregate amount of such reductions which have not been previously
          reimbursed) shall be treated as a portion of Investor Principal
          Collections with respect to such Distribution Date;

               (j) with respect to each Distribution Date prior to the
          occurrence of an Economic Amortization Event, an amount equal to the
          lesser of (i) the balance of such Excess Finance Charge Collections
          and (ii) the sum of (A) the excess, if any, of the Initial Cash
          Collateral Amount over the amount of funds on deposit in the Cash
          Collateral Account (without giving effect to any deposit made on such
          date hereunder) and (B) the excess, if any, of the Initial Additional
          Cash Collateral Amount for each Additional Cash Collateral Account
          over the amount of funds on deposit in the


<PAGE>
                                                                              55


          related Additional Cash Collateral Account (without giving effect to
          any deposit made on such date hereunder) shall be deposited, pro rata,
          into the Cash Collateral Account and each Additional Cash Collateral
          Account, for application in accordance with the Loan Agreement and
          each Additional Loan Agreement, respectively; and

               (k) the balance, if any, shall be distributed, pro rata, to the
          Cash Collateral Depositor and each Additional Cash Collateral
          Depositor for application in accordance with the Loan Agreement and
          each Additional Loan Agreement, respectively.

     Section 4.10. Subordinated Principal Collections. The Servicer shall apply
(if Citibank (South Dakota) is the Servicer and the Collection Account is
maintained with Citibank (South Dakota)) or shall cause the Trustee to apply, on
each Distribution Date, Subordinated Principal Collections with respect to such
Distribution Date to make the following distributions in the following priority:

               (a) an amount equal to the excess, if any, of (i) the Required
          Amount, if any, with respect to such Distribution Date over (ii) the
          sum of (x) the amount of Excess Finance Charge Collections with
          respect to such Distribution Date and (y) the Available Shared
          Enhancement Amount with respect to such Distribution Date, shall be
          distributed by the Servicer or the Trustee to fund any deficiency
          pursuant to Section 4.06(a)(i) and (a)(ii) or Section 4.06(c)(i) and
          (c)(ii), as the case may be (but not including any amount relating to
          any Class A Funding Account Shortfall and any Class A Funding Account
          Swap Payment), and, if Citibank (South Dakota) or an Affiliate of
          Citibank (South Dakota) is no longer the Servicer, Section
          4.06(a)(iii) or (c)(iii), as the case may be; provided, however, that
          in the event the Required Amount for such Distribution Date exceeds
          the sum of the Available Shared Enhancement Amount for such
          Distribution Date and the amount of Excess Finance Charge Collections
          and Subordinated Principal Collections with respect to such
          Distribution Date, the amount withdrawn from the Cash Collateral
          Account and each Additional Cash Collateral Account with respect to
          such Required Amount and such Excess Finance Charge Collections and
          Subordinated Principal Collections


<PAGE>
                                                                              56


          shall be applied first to pay amounts due with respect to such
          Distribution Date pursuant to Section 4.06(a)(i) or (c)(i), as the
          case may be (but not including any amount relating to any Class A
          Funding Account Shortfall and any Class A Funding Account Swap
          Payment), and second to pay the Class A Investor Default Amount, if
          any, for such Distribution Date pursuant to Section 4.06(a)(ii) or
          (c)(ii), as the case may be; provided further that at such time as
          Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is
          no longer the Servicer, the amount withdrawn from the Cash Collateral
          Account and each Additional Cash Collateral Account with respect to
          such Required Amount and such Excess Finance Charge Collections and
          Subordinated Principal Collections shall be applied second to fund any
          deficiency in the Class A Monthly Servicing Fee for such Distribution
          Date and third to pay the Class A Investor Default Amount, if any, for
          such Distribution Date; and

               (b) the balance, if any, shall be treated as a portion of
          Investor Principal Collections with respect to such Distribution Date.

     Section 4.11. Credit Enhancement. (a) The Servicer shall establish and
maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of
the Series 1997-4 Certificateholders and the Cash Collateral Depositor, as their
interests appear herein, a "Cash Collateral Account", which shall be one or more
Eligible Deposit Accounts, each bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 1997-4
Certificateholders and the Cash Collateral Depositor. The Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the
Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 1997-4 Certificateholders and the Cash Collateral Depositor. The
interest of the Cash Collateral Depositor in the Cash Collateral Account shall
be subordinated to the interests of the Series 1997-4 Certificateholders as
provided herein and in the Loan Agreement. If at any time any of the accounts
comprising the Cash Collateral Account ceases to be an Eligible Deposit Account,
the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as


<PAGE>
                                                                              57


to which each Rating Agency may consent) establish a new account meeting the
conditions specified above as an Eligible Deposit Account, and shall transfer
any cash and/or any investments to such new account. The Trustee, at the
direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash
Collateral Account the proceeds of the advance to be made on such date by the
Cash Collateral Depositor under the Loan Agreement, (ii) make withdrawals from
the Cash Collateral Account from time to time in an amount up to the Available
Cash Collateral Amount at such time, for the purposes and in the manner set
forth in paragraphs (c) through (i) below, and (iii) on each Distribution Date
prior to the termination of the Cash Collateral Account make a deposit into the
Cash Collateral Account in the amount specified in, and otherwise in accordance
with, Section 4.09(j). All withdrawals from the Cash Collateral Account shall be
made in the priority and in the manner set forth below. The Cash Collateral
Depositor shall not be entitled to reimbursement from the Trust Assets for any
withdrawals from the Cash Collateral Account except as specifically provided in
this Series Supplement.

     (a.1) On each Additional Issuance Date, the Servicer shall establish and
maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of
the Series 1997-4 Certificateholders and the related Additional Cash Collateral
Depositor, as their interests appear in this Series Supplement, an "Additional
Cash Collateral Account" which shall be one or more Eligible Deposit Accounts,
each bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 1997-4 Certificateholders and the related
Additional Cash Collateral Depositor. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Additional Cash
Collateral Account and in all proceeds thereof. The Additional Cash Collateral
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 1997-4 Certificateholders and the related Additional Cash
Collateral Depositor. The interest of the Additional Cash Collateral Depositor
in the Additional Cash Collateral Account shall be subordinated to the interests
of the Series 1997-4 Certificateholders as provided herein and in the related
Additional Loan Agreement. If at any time any of the accounts comprising the
Additional Cash Collateral Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer


<PAGE>
                                                                              58


period, not to exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new account meeting the conditions specified above as an
Eligible Deposit Account, and shall transfer any cash and/or any investments to
such new account. The Trustee, at the direction of the Servicer, shall (i) on
the Additional Issuance Date, deposit in the Additional Cash Collateral Account
the proceeds of the advance to be made on such date by the Additional Cash
Collateral Depositor under the Additional Loan Agreement, (ii) make withdrawals
from the Additional Cash Collateral Account from time to time in an amount up to
the Available Additional Cash Collateral Amount at such time, for the purposes
and in the manner set forth in paragraphs (c) through (i) below, and (iii) on
each Distribution Date prior to the termination of the Additional Cash
Collateral Account make a deposit into the Additional Cash Collateral Account in
the amount specified in, and otherwise in accordance with, Section 4.09(j). All
withdrawals from the Additional Cash Collateral Account shall be made in the
priority and in the manner set forth below. The Additional Cash Collateral
Depositor shall not be entitled to reimbursement from the Trust Assets for any
withdrawals from the Additional Cash Collateral Account except as specifically
provided in this Series Supplement.

     (b) Funds on deposit in the Cash Collateral Account shall be invested at
the direction of the Servicer (or the Cash Collateral Depositor, as provided in
the Loan Agreement) by the Trustee in Cash Collateral Account Investments. Funds
on deposit in the Cash Collateral Account on any Transfer Date, after giving
effect to any withdrawals from the Cash Collateral Account on such Transfer
Date, shall be invested in such investments that will mature so that such funds
will be available for withdrawal on or prior to the following Transfer Date. The
proceeds of any such investments shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior to the
Transfer Date immediately following the date of such investment. The Trustee
shall maintain for the benefit of the Series 1997-4 Certificateholders and the
Cash Collateral Depositor possession of the negotiable instruments or
securities, if any, evidencing the Cash Collateral Account Investments. On each
Transfer Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in the Cash
Collateral Account shall be paid to the Cash Collateral Depositor for
applica-


<PAGE>
                                                                              59


tion in accordance with the Loan Agreement. For purposes of determining the
availability of funds or the balances in the Cash Collateral Account for any
reason under this Series Supplement, all investment earnings on such funds shall
be deemed not to be available or on deposit.

     (b.1) Funds on deposit in each Additional Cash Collateral Account shall be
invested at the direction of the Servicer (or the related Additional Cash
Collateral Depositor, as provided in the related Additional Loan Agreement) by
the Trustee in Cash Collateral Account Investments. Funds on deposit in each
Additional Cash Collateral Account on any Transfer Date, after giving effect to
any withdrawals from such Additional Cash Collateral Account on such Transfer
Date, shall be invested in such investments that will mature so that such funds
will be available for withdrawal on or prior to the following Transfer Date. The
proceeds of any such investments shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or prior to the
Transfer Date immediately following the date of such investment. The Trustee
shall maintain for the benefit of the Series 1997-4 Certificateholders and each
Additional Cash Collateral Depositor possession of the negotiable instruments or
securities, if any, evidencing the Cash Collateral Account Investments in the
related Additional Cash Collateral Account. On each Transfer Date, all interest
and earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in each Additional Cash Collateral Account
shall be paid to the related Additional Cash Collateral Depositor for
application in accordance with the related Additional Loan Agreement. For
purposes of determining the availability of funds or the balances in each
Additional Cash Collateral Account for any reason under this Series Supplement,
all investment earnings on such funds shall be deemed not to be available or on
deposit.

     (c) On each Transfer Date, the Servicer shall calculate the amount (the
"Required Draw Amount") (determined after giving effect to any distribution to
be made pursuant to Section 4.06(a)(i) or (c)(i), as the case may be, and
Section 4.06(a)(ii) or (c)(ii), as the case may be, and, if applicable, Section
4.06(a)(iii) or (c)(iii), as the case may be, on the related Distribution Date)
equal to the excess, if any, of (i) the Required Amount, if any, with respect to
such Distribution Date over (ii) the amount of


<PAGE>
                                                                              60


Excess Finance Charge Collections to be allocated and available pursuant to
Section 4.09(a) to fund such Required Amount on such Distribution Date.

     (d) On each Transfer Date, the Servicer shall calculate the amount (the
"Interest Draw Amount") (determined after giving effect to any distribution to
be made pursuant to Section 4.06(b)(i) or (d)(i), as the case may be, and
Section 4.09(c) on the related Distribution Date) of (i) (A) any Class B Monthly
Interest due but not to be deposited into the Class B Interest Funding Account
on such Distribution Date pursuant to Section 4.06(b)(i) or (d)(i), as the case
may be, or Section 4.09(c), (B) any Class B Monthly Interest previously due but
not deposited into the Class B Interest Funding Account on a prior Distribution
Date pursuant to Section 4.06(b)(i) or (d)(i), as the case may be, or Section
4.09(c) or this paragraph (d), (C) any Class B Additional Interest due but not
to be deposited into the Class B Interest Funding Account on such Distribution
Date and any Class B Additional Interest previously due but not deposited into
the Class B Interest Funding Account on a prior Distribution Date pursuant to
Section 4.06(b)(i) or (d)(i), as the case may be, or Section 4.09(c) or this
paragraph (d) and (D) any Cumulative Excess Interest Amount due but not to be
deposited into the Class B Interest Funding Account on such Distribution Date
pursuant to Section 4.09(c) plus (ii)(A) any Class B Net Swap Payment due but
not distributed to the Class B Swap Counterparties on the Transfer Date relating
to such Distribution Date pursuant to Section 4.06(b)(i) or (d)(i), as the case
may be, or Section 4.09(c) and (B) any Class B Net Swap Payments previously due
but not distributed to the Class B Swap Counterparties pursuant to Section
4.06(b)(i) or (d)(i), as the case may be, or Section 4.09(c)or this paragraph
(d).

     (e) On each Transfer Date, the Servicer shall calculate the amount (the
"Default Draw Amount") equal to the excess, if any, of (i) the Class B Investor
Default Amount for the related Distribution Date over (ii) the amount of Excess
Finance Charge Collections to be allocated and available pursuant to Section
4.09(d) to fund such Class B Investor Default Amount on such Distribution Date.

     (f) On each Transfer Date (commencing with the Transfer Date preceding the
Class B Principal Commencement Date), the Servicer shall calculate the amount
(the


<PAGE>
                                                                              61


"Reimbursement Draw Amount") equal to the excess, if any, of (i) the Class B
Initial Invested Amount minus the sum of the aggregate amount of principal
payments previously distributed to Class B Certificateholders over (ii) the
Class B Invested Amount on the last day of the related Due Period (determined
after giving effect to any change to be made in the Class B Invested Amount
pursuant to paragraph (c), (d), (e) or (f) of the definition of "Class B
Invested Amount" on the following Distribution Date).

     (g) Notwithstanding Section 4.11(f), if either (i) the Certificateholders'
Interest in the Receivables is reassigned to the Sellers pursuant to Section
2.06 of the Agreement, (ii) Receivables are sold, disposed of or otherwise
liquidated pursuant to Section 9.02 or Section 12.02(c) of the Agreement or
(iii) the Certificateholders' Interest in the Receivables is purchased by the
Sellers pursuant to Section 10.01 of the Agreement or the Series 1997-4
Certificateholders' Interest is purchased by the Sellers pursuant to Section
7.01 of this Series Supplement, the Servicer shall not calculate the
Reimbursement Draw Amount with respect to the relevant Distribution Date, but
shall calculate the amount (the "Special Draw Amount") equal to the aggregate
amount of all reductions of the Class B Invested Amount occurring under clauses
(c), (d) or (e) of the definition of "Class B Invested Amount" which have not
been reimbursed prior to such Distribution Date under clause (f) thereof.

     (h) Notwithstanding Section 4.11(f) and (g), on the Transfer Date preceding
the Economic Special Payment Date, the Servicer shall not calculate the
Reimbursement Draw Amount or the Special Draw Amount with respect to such
Special Payment Date, but shall calculate (i) the amount (the "Class A Principal
Draw Amount") (determined after giving effect to any distribution to be made
pursuant to Section 4.06(f)(i) and 4.07(a)(ii) on such Special Payment Date)
equal to the outstanding principal amount of the Class A Certificates and (ii)
the amount (the "Class B Principal Draw Amount") (determined after giving effect
to any distribution to be made pursuant to Section 4.06(f)(iii) and 4.07(b)(ii)
on such Special Payment Date) equal to the outstanding principal amount of the
Class B Certificates.

     (i) In the event that for any Distribution Date, the sum of any Required
Draw Amount, Interest Draw Amount, Default Draw Amount, Reimbursement Draw
Amount, Special Draw


<PAGE>
                                                                              62


Amount, Class A Principal Draw Amount and Class B Principal Draw Amount (such
sum being referred to as the "Total Draw Amount"), is greater than zero, the
Servicer shall give written notice to the Trustee, the Cash Collateral Depositor
and each Additional Cash Collateral Depositor, in substantially the form of
Exhibit B, of such positive Total Draw Amount on the related Transfer Date. On
the related Transfer Date, withdrawals will be made from the Cash Collateral
Account and each Additional Cash Collateral Account as follows:

               (A) the portion of the Total Draw Amount allocable to the
          Required Draw Amount, if any, up to the Available Shared Enhancement
          Amount, shall be withdrawn, pro rata, from the Cash Collateral Account
          and each Additional Cash Collateral Account, in each case, on the
          related Transfer Date and distributed first to fund any deficiency
          pursuant to Section 4.06(a)(i) or (c)(i) (but not including any amount
          relating to any Class A Funding Account Shortfall and any Class A
          Funding Account Swap Payment) and second to pay the Class A Investor
          Default Amount, if any, for such Distribution Date pursuant to Section
          4.06(a)(ii) or (c)(ii), as the case may be; provided, however, that at
          such time as Citibank (South Dakota) or an Affiliate of Citibank
          (South Dakota) is no longer the Servicer, the amount of such
          withdrawal from the Cash Collateral Account and each Additional Cash
          Collateral Account shall be applied in accordance with Section 4.10(a)
          second to fund any deficiency in the Class A Monthly Servicing Fee for
          such Distribution Date and third to pay the Class A Investor Default
          Amount, if any, for such Distribution Date;

               (B) the portion of the Total Draw Amount allocable to the
          Interest Draw Amount, if any, up to the Available Shared Enhancement
          Amount (determined after giving effect to any withdrawal pursuant to
          clause (A)), shall be withdrawn, pro rata, from the Cash Collateral
          Account and each Additional Cash Collateral Account, in each case, on
          the related Transfer Date and distributed pursuant to Section 4.11(d);
          provided, however, if the Interest Draw Amount exceeds the Available
          Shared Enhancement Amount (determined after giving effect to any
          withdrawal pursuant to clause (A)) the Available Shared


<PAGE>
                                                                              63


          Enhancement Amount shall be allocated between 4.11(d)(i) and (d)(ii)
          pro rata;

               (C) the portion of the Total Draw Amount allocable to the Default
          Draw Amount, if any, up to the Available Shared Enhancement Amount
          (determined after giving effect to any withdrawal pursuant to clauses
          (A) and (B)), shall be withdrawn, pro rata, from the Cash Collateral
          Account and each Additional Cash Collateral Account, in each case, on
          the related Transfer Date and used to pay the Class B Investor Default
          Amount for such Distribution Date pursuant to Section 4.09(d);

               (D) the portion of the Total Draw Amount allocable to the Class A
          Principal Draw Amount, if any, up to the Available Shared Enhancement
          Amount (determined after giving effect to any withdrawal pursuant to
          clauses (A), (B) and (C)), shall be withdrawn, pro rata, from the Cash
          Collateral Account and each Additional Cash Collateral Account, in
          each case, on the related Transfer Date and immediately deposited by
          the Trustee into the Class A Principal Funding Account; and

               (E) the remainder of the Total Draw Amount, if any, up to the
          Available Enhancement Amount (determined after giving effect to any
          withdrawal pursuant to clauses (A) through (D)), shall be withdrawn,
          pro rata, from the Cash Collateral Account and each Additional Cash
          Collateral Account, in each case, on the related Transfer Date and
          immediately deposited by the Trustee into the Collection Account for
          distribution to the Class B Certificateholders on such Distribution
          Date.

Notwithstanding anything to the contrary in this Series Supplement or in
the Agreement, no withdrawal may be made from the Cash Collateral Account or any
Additional Cash Collateral Account to fund any Class A Funding Account Shortfall
and any Class A Funding Account Swap Payment. For the avoidance of doubt, after
any Additional Issuance Date, no withdrawal shall be made from the Cash
Collateral Account or any Additional Cash Collateral Account on any basis other
than pro rata and no withdrawal shall be made from the Cash Collateral Account
or any Additional Cash Collateral Account to fund any amount which is required
to be withdrawn pursuant to this Series Supplement from any other cash
collateral account.


<PAGE>
                                                                              64


     (j) Upon the earliest to occur of (i) the termination of the Trust pursuant
to Article XII of the Agreement, (ii) the Termination Date, (iii) the day on
which the Class A Invested Amount and the Class B Invested Amount are paid in
full to the Class A Certificateholders and the Class B Certificateholders and
(iv) all withdrawals from the Cash Collateral Account and each Additional Cash
Collateral Account pursuant to Section 4.11(i) with respect to the Economic
Special Payment Date having been made, the Trustee, acting in accordance with
the instructions of the Servicer, after the prior payment of all amounts owing
to the Class A Certificateholders and the Class B Certificateholders which are
payable from the Cash Collateral Account and each Additional Cash Collateral
Account as provided herein, shall withdraw from the Cash Collateral Account and
each Additional Cash Collateral Account, for application in accordance with the
Loan Agreement and the related Additional Loan Agreements, respectively all
amounts, if any, on deposit in the Cash Collateral Account and each Additional
Cash Collateral Account and the Cash Collateral Account and each Additional Cash
Collateral Account shall be deemed to have terminated for purposes of this
Series Supplement.

     Section 4.12. Reallocated Investor Finance Charge Collections. (a) That
portion of Group One Investor Finance Charge Collections for any Distribution
Date equal to the amount of Reallocated Investor Finance Charge Collections for
such Distribution Date will be allocated to Series 1997-4 and will be
distributed as set forth in this Series Supplement.

     (b) Reallocated Investor Finance Charge Collections, with respect to any
Distribution Date, shall equal the sum of (i) the aggregate amount of Series
1997-4 Monthly Interest, Series 1997-4 Default Amount, Series 1997-4 Monthly
Fees and Series 1997-4 Additional Amounts for such Distribution Date and (ii)
that portion of excess Group One Investor Finance Charge Collections to be
included in Reallocated Investor Finance Charge Collections pursuant to Section
4.12(c); provided, however, that if the amount of Group One Investor Finance
Charge Collections for such Distribution Date is less than the sum of (w) Group
One Investor Monthly Interest, (x) Group One Investor Default Amount, (y) Group
One Investor Monthly Fees and (z) Group One Investor Additional Amounts, then
Reallocated Investor


<PAGE>
                                                                              65


Finance Charge Collections shall equal the sum of the following amounts for such
Distribution Date:

               (A) the product of (I) Group One Investor Finance Charge
          Collections (up to the amount of Group One Investor Monthly Interest)
          and (II) a fraction, the numerator of which is Series 1997-4 Monthly
          Interest and the denominator of which is Group One Investor Monthly
          Interest;

               (B) the product of (I) Group One Investor Finance Charge
          Collections less the amount of Group One Investor Monthly Interest (up
          to the Group One Investor Default Amount) and (II) a fraction, the
          numerator of which is the Series 1997-4 Default Amount and the
          denominator of which is the Group One Investor Default Amount;

               (C) the product of (I) Group One Investor Finance Charge
          Collections less the amount of Group One Investor Monthly Interest and
          the Group One Investor Default Amount (up to Group One Investor
          Monthly Fees) and (II) a fraction, the numerator of which is Series
          1997-4 Monthly Fees and the denominator of which is Group One Investor
          Monthly Fees; and

               (D) the product of (I) Group One Investor Finance Charge
          Collections less the sum of (i) Group One Investor Monthly Interest,
          (ii) the Group One Investor Default Amount and (iii) Group One
          Investor Monthly Fees and (II) a fraction, the numerator of which is
          Series 1997-4 Additional Amounts and the denominator of which is Group
          One Investor Additional Amounts.

     (c) If the amount of Group One Investor Finance Charge Collections for such
Distribution Date exceeds the sum of (i) Group One Investor Monthly Interest,
(ii) Group One Investor Default Amount, (iii) Group One Investor Monthly Fees
and (iv) Group One Investor Additional Amounts, then Reallocated Investor
Finance Charge Collections for such Distribution Date shall include an amount
equal to the product of (x) the amount of such excess and (y) a fraction, the
numerator of which is the Invested Amount as of the last day of the second
preceding Due Period and the denominator of which is the sum of such Invested
Amount and the aggregate invested amounts for all other Series included in Group
One as of such last day.


<PAGE>
                                                                              66


     Section 4.13. Excess Principal Collections. (a) That portion of Excess
Principal Collections for any Distribution Date equal to the amount of Series
1997-4 Excess Principal Collections for such Distribution Date will be allocated
to Series 1997-4 and will be distributed as set forth in this Series Supplement.

     (b) Series 1997-4 Excess Principal Collections, for any Distribution Date
with respect to the Accumulation Period or the Early Amortization Period, shall
mean an amount equal to the Series 1997-4 Principal Shortfall for such
Distribution Date; provided, however, that if the aggregate amount of Excess
Principal Collections for all Series for such Distribution Date is less than the
aggregate amount of Principal Shortfalls for all Series for such Distribution
Date, then Series 1997-4 Excess Principal Collections for such Distribution Date
shall equal the product of (x) Excess Principal Collections for all Series for
such Distribution Date and (y) a fraction, the numerator of which is the Series
1997-4 Principal Shortfall for such Distribution Date and the denominator of
which is the aggregate amount of Principal Shortfalls for all Series for such
Distribution Date. The Series 1997-4 Principal Shortfall for any Distribution
Date shall equal the excess of (i) (x) for any Distribution Date with respect to
the Accumulation Period, (A) the Controlled Distribution Amount and (B) if such
Distribution Date is also the Class B Expected Final Payment Date, the Class B
Invested Amount, or (y) for any Distribution Date with respect to the Early
Amortization Period, the sum of the Invested Amount and the CCA Invested Amount,
if any, over (ii) Available Investor Principal Collections for such Distribution
Date (excluding any portion thereof attributable to Series 1997-4 Excess
Principal Collections).

     Section 4.14. Interest Rate Swaps. (a) The Servicer hereby represents that
it has obtained the Class A Interest Rate Swaps in favor of the Trust for the
benefit of the Class A Certificateholders. The Class A Interest Rate Swaps shall
entitle the Trust to receive monthly Class A Net Swap Receipts, if any, and
shall obligate the Trust to make monthly Class A Net Swap Payments, if any, as
set forth in the Class A Interest Rate Swaps.

     (b) The Servicer hereby represents that it has obtained the Class B
Interest Rate Swaps in favor of the Trust for the benefit of the Class B
Certificateholders.


<PAGE>
                                                                              67


The Class B Interest Rate Swaps shall entitle the Trust to receive monthly Class
B Net Swap Receipts, if any, and shall obligate the Trust to make monthly Class
B Net Swap Payments, if any, as set forth in the Class B Interest Rate Swaps.

     (c) Upon the effectiveness of any Replacement Interest Rate Swaps, the
Interest Rate Swap being replaced shall terminate and the Swap Counterparty
thereunder shall be released of all future obligations thereunder, provided that
such Swap Counterparty shall not be released from any obligations which have
previously accrued thereunder and shall continue to be obligated to perform such
obligations.

     (d) The Trustee hereby appoints the Servicer to act as calculation agent
under the Interest Rate Swaps and the Servicer accepts such appointment.

     (e) Subject to the prior approval of the Rating Agency, including the
confirmation that the ratings of the Certificates will not be withdrawn or
reduced, the Servicer may terminate the Class A Interest Swaps without any
liability of the Trust to the Swap Counterparties and without any obligation of
the Servicer to obtain a replacement interest rate swap.

     (f) If the Servicer has terminated the Class A Interest Rate Swaps pursuant
to the preceding paragraph 4.14(e), the Servicer may terminate the Class B
Interest Swaps without any liability of the Trust to the Swap Counterparties and
without any obligation of the Servicer to obtain a replacement interest rate
swap.


                                    ARTICLE V

                          Distributions and Reports to
                        Series 1997-4 Certificateholders

     Section 5.01. Distributions. (a) On each Class A Payment Date, the Paying
Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Investor Certificateholder's pro rata share of the amounts on deposit in
the Class A Interest Funding Account.


<PAGE>
                                                                              68


     (b) On each Special Payment Date and on the Class A Expected Final Payment
Date, the Paying Agent shall distribute to each Class A Certificateholder of
record on the related Record Date (other than as provided in Section 12.02 of
the Agreement) such Investor Certificateholder's pro rata share of the amounts
on deposit in the Class A Principal Funding Account that are payable to the
Class A Certificateholders pursuant to Section 4.07(a)(ii).

     (c) On each Class B Payment Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Investor Certificateholder's
pro rata share of the amounts on deposit in the Class B Interest Funding
Account.

     (d) On each Special Payment Date and on the Class B Expected Final Payment
Date, the Paying Agent shall distribute to each Class B Certificateholder of
record on the related Record Date (other than as provided in Section 12.02 of
the Agreement) such Investor Certificateholder's pro rata share of the amounts
on deposit in the Collection Account that are payable to Class B
Certificateholders pursuant to Section 4.07(b)(ii).

     (e) Except as provided in Section 12.02 of the Agreement with respect to a
final distribution, distributions to Series 1997-4 Certificateholders hereunder
shall be made by check mailed to each Series 1997-4 Certificateholder at such
Certificateholder's address appearing in the Certificate Register without
presentation or surrender of any Series 1997-4 Certificate or the making of any
notation thereon; provided, however, that with respect to Series 1997-4
Certificates registered in the name of a Clearing Agency, such distributions
shall be made to such Clearing Agency in immediately available funds.

     Section 5.02. Reports and Statements to Series 1997-4 Certificateholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall
forward to each Series 1997-4 Certificateholder a statement substantially in the
form of Exhibit C prepared by the Servicer. If and so long as the Series 1997-4
Certificates are listed on the Luxembourg Stock Exchange and the rules of such
exchange shall so require, within two Business Days following each Class A
Payment Date and Class B Payment Date, the Servicer shall publish or cause to be
published in


<PAGE>
                                                                              69


an Authorized Newspaper of general circulation in Luxembourg a notice to the
effect that the information set forth in the statement forwarded by the Paying
Agent to Series 1997-4 Certificateholders with respect to such Class A Payment
Date and Class B Payment Date will be available for review at the Luxembourg
Stock Exchange and at the main office of the listing agent in Luxembourg, Banque
Internationale A Luxembourg S.A.

     (b) Not later than the Transfer Date, the Servicer shall deliver to the
Trustee, the Paying Agent, each Rating Agency and the Cash Collateral Depositor
and each Additional Cash Collateral Depositor (i) a statement substantially in
the form of Exhibit C prepared by the Servicer and (ii) a certificate of a
Servicing Officer substantially in the form of Exhibit D.

     (c) A copy of each statement or certificate provided pursuant to paragraph
(a) or (b) may be obtained by any Series 1997-4 Certificateholder or Certificate
Owner by a request in writing to the Servicer.

     (d) On or before January 31 of each calendar year, beginning with calendar
year 1998, the Paying Agent, on behalf of the Trustee, shall furnish or cause to
be furnished to each Person who at any time during the preceding calendar year
was a Series 1997-4 Certificateholder, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to
Series 1997-4 Certificateholders, as set forth in paragraph (a) above,
aggregated for such calendar year or the applicable portion thereof during which
such Person was a Series 1997-4 Certificateholder, together with other
information as is required to be provided by an issuer of indebtedness under the
Internal Revenue Code and such other customary information as is necessary to
enable the Series 1997-4 Certificateholders to prepare their tax returns. Such
obligation of the Servicer shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Paying Agent
pursuant to any requirements of the Internal Revenue Code as from time to time
in effect.


<PAGE>
                                                                              70


                                   ARTICLE VI

                               Amortization Events

     Section 6.01. Additional Amortization Events. The occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Trustee or the Series 1997-4
Certificateholders, be deemed to be an Amortization Event solely with respect to
Series 1997-4:

          (a) on any Determination Date, the Class B Invested Amount on the
     related Distribution Date will be reduced to less than 1% of the Initial
     Invested Amount;

          (b) on the last day of any Due Period during the Accumulation Period
     the product of (i) the total amount of Principal Receivables as of such
     last day, (ii) the Series 1997-4 Allocation Percentage (expressed as a
     decimal) for such Due Period and (iii) the excess (expressed as a decimal)
     of 100% over the Floating Allocation Percentage for such Due Period, shall
     fail to equal at least 100% of the Class A Principal Funding Account
     Balance on such day;

          (c) the Portfolio Yield for any Due Period during the Accumulation
     Period shall be less than the weighted average of the Certificate Rates for
     all outstanding Series included in Group One as of the last day of such Due
     Period;

          (d) the Class A Invested Amount shall not be paid in full on the Class
     A Expected Final Payment Date or the Class B Invested Amount shall not be
     paid in full on the Class B Expected Final Payment Date;

          (e) the amount of Surplus Finance Charge Collections averaged over any
     three consecutive Due Periods shall not be equal to or in excess of the
     Required Surplus Finance Charge Amount for the last of such three
     consecutive Due Periods;

          (f) the failure on the part of a Swap Counterparty to make a Class A
     Net Swap Receipt or a Class B Net Swap Receipt, as applicable, in full
     within five calendar days of the Transfer Date on which such Class


<PAGE>
                                                                              71


     A Net Swap Receipt or Class B Net Swap Receipt was due; and

          (g) the failure on the part of the Servicer, within 30 calendar days
     of withdrawal or reduction below A-1+ in the short-term debt rating of a
     Swap Counterparty by Standard & Poor's or a withdrawal of or reduction
     below Aa3 in the long-term debt rating of a Swap Counterparty by Moody's,
     to (i) obtain a Replacement Interest Rate Swap with a replacement swap
     counterparty having terms substantially the same as the replaced Interest
     Rate Swap or (ii) enter into any other arrangement satisfactory to the
     applicable Rating Agency, such that the rating of the Class A Certificates
     and the Class B Certificates by the applicable Rating Agency will not be
     withdrawn or reduced.


                                   ARTICLE VII

                   Optional Repurchase; Additional Issuances;
                               Accumulation Period

     Section 7.01 Optional Repurchase. (a) On the Distribution Date occurring on
or after the date on which the Invested Amount is reduced to 5% of the Initial
Invested Amount or less, the Sellers shall have the option to purchase the
Series 1997-4 Certificateholders' Interest, at a purchase price equal to the
Reassignment Amount for such Distribution Date.

     (b) The Sellers shall give the Servicer and the Trustee at least 30 days
prior written notice of the date on which the Sellers intend to exercise such
purchase option. Not later than 12:00 noon, New York City time, on such
Distribution Date the Sellers shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. The Reassignment Amount
shall be distributed as set forth in Section 8.01(b).

     (c) If the Loan Agreement or any Additional Loan Agreement so provides, in
the event the Sellers exercise such purchase option, notwithstanding anything to
the contrary contained in the Agreement or in this Series Supplement, the Series
1997-4 Certificates shall be deemed


<PAGE>
                                                                              72


to remain outstanding as if such purchase option were not exercised and the
terms of the Agreement and this Series Supplement (other than Section 4.11(c)
through (i) of this Series Supplement and Section 12.02(c) of the Agreement)
shall otherwise remain in effect until the earlier of (i) one year and one day
following the Termination Date, (ii) the date on which the Trust terminates and
(iii) the date on which the Class A Invested Amount, the Class B Invested Amount
and the CCA Invested Amount, if any, would have been paid in full had such
purchase option not been exercised; provided that distributions which would
otherwise have been made to the Series 1997-4 Certificateholders shall be made
to the Sellers.

     Section 7.02. Additional Issuances of Series 1997-4 Certificates. (a)
Subject to Sections 7.02(b) and (c) of this Series Supplement, the Banks may at
any time, or from time to time, during the Revolving Period direct the Trustee,
on behalf of the Trust, to authenticate additional Class A Certificates (the
"Additional Class A Certificates") and additional Class B Certificates (the
"Additional Class B Certificates") on the first day of any Due Period (each such
day, an "Additional Issuance Date"). Any such issuance of Additional Investor
Certificates is referred to herein as an "Additional Issuance". The outstanding
Investor Certificates of each class and the Additional Investor Certificates of
that class shall be equally and ratably entitled as provided herein to the
benefits of the Agreement and this Series Supplement without preference,
priority or distinction, all in accordance with the terms and provisions of the
Agreement and this Series Supplement.

     (b) The obligation of the Trustee to authenticate Additional Investor
Certificates is subject to the satisfaction of the following conditions:

          (i) on or before the fifth Business Day immediately preceding the
     Additional Issuance Date, the Sellers shall have given the Trustee, the
     Servicer, each Rating Agency, each Swap Counterparty and the Cash
     Collateral Depositor written notice of such Additional Issuance and the
     Additional Issuance Date;

          (ii) the Sellers shall have delivered to the Trustee an amended Series
     Supplement, in form


<PAGE>
                                                                              73


     satisfactory to the Trustee, executed by each party hereto other than the
     Trustee;

          (iii) after giving effect to the Additional Issuance, the total amount
     of Principal Receivables shall be equal to, or greater than, the Required
     Minimum Principal Balance;

          (iv) either (A) the Sellers, the Trustee and the Cash Collateral
     Depositor shall have entered into an amendment to the Loan Agreement or (B)
     the Sellers, the Trustee and the additional Series Enhancer shall have
     entered into an additional series enhancement agreement;

          (v) the Sellers shall have delivered to the Trustee, each Rating
     Agency and the Cash Collateral Depositor a Tax Opinion dated the Additional
     Issuance Date, with respect to such Additional Issuance;

          (vi) the Sellers shall have delivered to each Rating Agency (i)
     Opinion(s) of Counsel with respect to the enforceability of the Additional
     Loan Agreement, (ii) an Opinion of Counsel to the effect that such
     Additional Issuance will not violate applicable Federal securities laws and
     (iii) such other documents as the Rating Agencies may request;

          (vii) the Rating Agency Condition shall have been satisfied with
     respect to such Additional Issuance;

          (viii) such Additional Issuance shall not have an Adverse Effect and
     is not reasonably expected to have an Adverse Effect at any time in the
     future;

          (ix) as of the Additional Issuance Date all amounts due and owing to
     the Series 1997-4 Certificateholders on or prior to such date shall have
     been paid to such Certificateholders and there shall not be any
     unreimbursed Investor Charge-Offs;

          (x) the excess of the principal amount of the Additional Investor
     Certificates over the issue price of the Additional Investor Certificates
     shall not exceed the maximum amount permitted under the Internal Revenue
     Code without the creation of original issue discount (assuming that there
     is no original issue


<PAGE>
                                                                              74


     discount on the Additional Investor Certificates for any other reason);

          (xi) the Banks' Interest shall not be less than 2% of the total amount
     of Principal Receivables, in each case as of the Additional Issuance Date,
     after giving effect to such Additional Issuance;

          (xii) the ratio of the Controlled Amortization Amount (after giving
     effect to such Additional Issuance) to the Invested Amount (after giving
     effect to such Additional Issuance) shall be equal to the ratio of the
     Controlled Amortization Amount (before giving effect to such Additional
     Issuance) to the Invested Amount (before giving effect to such Additional
     Issuance);

          (xiii) the Sellers shall cause additional credit enhancement to be
     provided by the Cash Collateral Depositor or any additional Series Enhancer
     for the exclusive benefit of the Investor Certificateholders; provided that
     the ratio of the Available Enhancement Amount (after giving effect to such
     increase) to the Invested Amount (after giving effect to such Additional
     Issuance) shall be greater than or equal to the ratio of the Available
     Enhancement Amount (before giving effect to such increase) to the Invested
     Amount (before giving effect to such Additional Issuance);

          (xiv) the ratio of the sum of the increase in the Class A Investment
     Fees (as a result of such Additional Issuance) to the increase in the
     Invested Amount (as a result of such Additional Issuance) shall be less
     than or equal to 150% of the ratio of the sum of the Class A Investment
     Fees (as of the Closing Date) to the Invested Amount (as of the Closing
     Date);

          (xv) as of the Additional Issuance Date, the sum of the Notional
     Amounts, as defined in the Class A Interest Rate Swaps, shall equal the
     outstanding principal balance of the Class A Certificates (determined after
     giving effect to such Additional Issuance) and the sum of the Notional
     Amounts, as defined in the Class B Interest Rate Swaps, shall equal the
     Class B Invested Amount (determined after giving effect to such Additional
     Issuance); and


<PAGE>
                                                                              75


          (xvi) the Sellers shall have delivered to the Trustee an Officer's
     Certificate, dated the Additional Issuance Date, confirming that the
     conditions referred to above have been satisfied.

Upon  satisfaction of the above conditions,  the Trustee shall  authenticate the
Additional Investor Certificates upon execution thereof by the Sellers.

     (c) Notwithstanding any provision of the Agreement or this Series
Supplement, this Series Supplement may be amended by the Servicer, the Sellers
and the Trustee, without the consent of any of the Certificateholders, to
provide for an Additional Issuance, provided that the conditions set forth in
Section 7.02(b) have been satisfied.

     (d) Notwithstanding any provision of this Series Supplement, the Sellers
may cause additional Series Enhancement to be provided for the benefit of the
Investor Certificateholders in lieu of (or in addition to) an Additional Cash
Collateral Account provided in connection with an Additional Issuance; provided
that the conditions set forth in Section 7.02(b) will be satisfied.

     Section 7.03. Accumulation Period Postponement. The Accumulation Period is
scheduled to commence at the close of business on the fourth-to-last Business
Day of February 2008; provided, however, that if the Accumulation Period Length
(determined as described below) is less than twelve months, upon notice to the
Trustee, the Sellers, the Rating Agency and the Cash Collateral Depositor, the
Servicer, at its option, may elect to postpone the date on which the
Accumulation Period actually commences to the fourth-to-last Business Day of any
month that precedes the month that is the number of months prior to the Class A
Expected Final Payment Date equal to the Accumulation Period Length such that
the number of Monthly Periods in the Accumulation Period will equal or exceed
the Accumulation Period Length. On the Determination Date immediately preceding
the February 2008 Distribution Date, the Servicer will determine the
"Accumulation Period Length" which will equal the number of months such that the
sum of the Accumulation Period Amounts for each Monthly Period, beginning with
(and assigning the largest Accumulation Period Amount to) the Monthly Period
that ends on the day preceding the Class A Expected Final Payment Date, when
aggregated with the Accumulation Period Amounts for each


<PAGE>
                                                                              76


preceding Monthly Period will equal or exceed the Initial Invested Amount. If
the Servicer elects to postpone the commencement of the Accumulation Period
pursuant to this Section 7.03, then on each Determination Date thereafter until
the date the Accumulation Period commences, the Servicer will recalculate the
Accumulation Period Length; provided, however, that (i) the length of the
Accumulation Period shall not be shorter than the period determined as of the
first date of determination unless an additional Series, other than an Excluded
Series, shall have been issued since such date and such Series is in its
revolving period; (ii) the length of the Accumulation Period will not be less
than one month; and (iii) no election to postpone, or further postpone, the
commencement of the Accumulation Period shall be made after an economic
amortization event (as defined in the related Supplement) shall have occurred
and is continuing with respect to any other Series. If the Accumulation Period
Length as recalculated on any such Determination Date exceeds the number of
Monthly Periods then scheduled to be included in the Accumulation Period, the
commencement date of the Accumulation Period will be changed to the later of (x)
such Determination Date and (y) the fourth-to-last Business Day of a month such
that the number of Monthly Periods in the Accumulation Period will equal the
recalculated Accumulation Period Length. Any notice by the Servicer electing to
postpone (or further postpone) the commencement of the Accumulation Period
pursuant to this Section 7.03 shall specify (i) the Accumulation Period Length,
(ii) the commencement date of the Accumulation Period and (iii) the Controlled
Amortization Amount with respect to each Monthly Period.


                                  ARTICLE VIII

                               Final Distributions

     Section 8.01. Sale of Certificateholders' Interest Pursuant to Section 2.06
or 10.01 of the Agreement. (a) Purchase Price. (i) The amount to be paid by the
Sellers with respect to Series 1997-4 in connection with a repurchase of the
Certificateholders' Interest pursuant to Section 2.06 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following the Due
Period in which the reassignment obligation arises under the Agreement.


<PAGE>
                                                                              77


     (ii) The amount to be paid by the Sellers with respect to Series 1997-4 in
connection with a repurchase of the Certificateholders' Interest pursuant to
Section 10.01 of the Agreement shall equal the sum of (x) the Reassignment
Amount for the Distribution Date of such repurchase and (y) the sum of (A) the
excess, if any, of (I) a price equivalent to the average of bids quoted on the
Record Date preceding the date of repurchase or, if not a Business Day, on the
next succeeding Business Day by at least two recognized dealers selected by the
Trustee (which may be selected from the list attached as Schedule 1), for the
purchase by such dealers of a security which is similar to the Class A
Certificates with a remaining maturity approximately equal to the remaining
maturity of the Class A Certificates and rated by each Rating Agency in the
rating category originally assigned to the Class A Certificates over (II) the
portion of the Reassignment Amount attributable to the Class A Certificates and
(B) the excess, if any, of (I) a price equivalent to the average of bids quoted
on such Record Date or, if not a Business Day, on the next succeeding Business
Day by at least two recognized dealers selected by the Trustee (which may be
selected from the list attached as Schedule 1), for the purchase by such dealers
of a security which is similar to the Class B Certificates with a remaining
maturity approximately equal to the remaining maturity of the Class B
Certificates and rated by each Rating Agency in the rating category originally
assigned to the Class B Certificates over (II) the portion of the Reassignment
Amount attributable to the Class B Certificates.

     (b) Distributions Pursuant to Section 7.01 of this Series Supplement and
Sections 2.06, 10.01 or 12.02(c) of the Agreement. With respect to the
Reassignment Amount deposited into the Collection Account pursuant to Section
7.01 or 8.01 or any Termination Proceeds from the sale of Receivables (or
interests therein) allocable to the Series 1997-4 Certificateholders' Interest
deposited into the Collection Account pursuant to Section 12.02(c) of the
Agreement, the Trustee shall, not later than 12:00 noon, New York City time, on
the date of deposit, make deposits or distributions of the following amounts (in
the priority set forth below and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such date) in immediately
available funds: (i)(x) the Class A Invested Amount on such date will be
deposited into the Class A Principal Funding Account and (y) the amount of


<PAGE>
                                                                              78


accrued and unpaid interest on the unpaid balance of the Class A Certificates,
plus the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not deposited into
the Class A Interest Funding Account on any prior Distribution Date, plus the
amount of any Class A Net Swap Payment with respect to such Distribution Date
and any Class A Net Swap Payments previously due but not distributed to the
Class A Interest Rate Swap Counterparties, will be distributed pursuant to
Section 4.06(a)(i) or (c)(i), as applicable, (ii)(x) the Class B Invested Amount
on such date will be retained in the Collection Account for distribution to the
Class B Certificateholders and (y) the amount of accrued and unpaid interest on
the unpaid balance of the Class B Certificates, plus the amount of Class B
Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B Interest
Funding Account on a prior Distribution Date, plus the amount of any Class B Net
Swap Payment with respect to such Distribution Date and any Class B Net Swap
Payments previously due but not distributed to the Class B Interest Rate Swap
Counterparties, will be distributed pursuant to Section 4.06(b)(i) or (d)(i), as
applicable, and (iii) the CCA Invested Amount, if any, on such date will be
distributed, pro rata, to the Cash Collateral Depositor and each Additional Cash
Collateral Depositor, for application in accordance with the Loan Agreement and
each Additional Loan Agreement, respectively. Notwithstanding anything to the
contrary contained in this Series Supplement or the Agreement, the amount of any
excess determined pursuant to paragraph (a)(ii)(y)(A) shall be distributed to
the Class A Certificateholders and the amount of any excess determined pursuant
to paragraph (a)(ii)(y)(B) shall be distributed to the Class B
Certificateholders. The remainder of any Termination Proceeds shall be
distributed, pro rata, to the Cash Collateral Depositor and each Additional Cash
Collateral Depositor for application in accordance with the Loan Agreement and
each Additional Loan Agreement, respectively.

     (c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Class A Principal Funding
Account and the Interest Funding Accounts and the amount retained in the
Collection Account for distribution to the Class B Certificateholders pursuant
to Section 7.01 or 8.01 and all other amounts on deposit therein for
distribution to the


<PAGE>
                                                                              79


Series 1997-4 Certificateholders shall be distributed in full to the Series
1997-4 Certificateholders on such date and shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement.

     Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement. (a) Not later than
12:00 noon, New York City time, on the Distribution Date following the date on
which the Insolvency Proceeds are deposited into the Collection Account pursuant
to Section 9.02(b) of the Agreement, the Trustee shall (in the following
priority and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) (i) deduct an
amount equal to the Class A Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Allocable Principal Collections
and deposit such amount in the Class A Principal Funding Account, provided that
the amount of such deposit shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Allocable Principal Collections and (y) the
Principal Allocation Percentage with respect to the related Due Period, (ii)
deduct an amount equal to the Class B Invested Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and retain such amount in the Collection Account for distribution to
the Class B Certificateholders, provided that such amount shall not exceed (x)
the product of the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections and the Principal Allocation Percentage with respect to
such Due Period, minus (y) the amount deposited into the Class A Principal
Funding Account pursuant to clause (a)(i) of this sentence, and (iii) deduct an
amount equal to the CCA Invested Amount, if any, on such Distribution Date from
the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and distribute, pro rata, such amount to the Cash Collateral
Depositor and each Additional Cash Collateral Depositor for application in
accordance with the Loan Agreement and each Additional Loan Agreement,
respectively, provided that the amount of such distribution shall not exceed (x)
the product of the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections and the Principal Allocation Percentage with respect to
such Due Period minus (y) the amount deposited in the Class A Principal Funding
Account pursuant to clause (a)(i) of this sentence and the amount retained in


<PAGE>
                                                                              80


the Collection Account pursuant to clause (a)(ii) of this sentence. The
remainder of the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections shall be allocated to the Sellers' Interest and shall be
released to the Sellers on such Distribution Date.

     (b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) (i) deduct an amount equal to the sum of (w) Class A Monthly
Interest and the Class A Adjusted Net Swap Payment, if any, with respect to such
Distribution Date, (x) any Class A Monthly Interest previously due but not
deposited into Class A Interest Funding Account on a prior Distribution Date and
any Class A Adjusted Net Swap Payments previously due but not distributed to the
Class A Interest Rate Swap Counterparties, (y) the amount of Class A Additional
Interest, if any, for such Distribution Date and any Class A Additional Interest
previously due but not deposited into the Class A Interest Funding Account on a
prior Distribution Date, and (z) the amount of the Class A Funding Account
Shortfall and the Class A Funding Account Swap Payment with respect to such
Distribution Date, any Class A Funding Account Shortfall previously due but not
deposited into the Class A Interest Funding Account on a prior Distribution Date
and any Class A Funding Account Swap Payment previously due but not distributed
to the Class A Interest Rate Swap Counterparties, from the portion of the
Insolvency Proceeds allocated to Allocable Finance Charge Collections and
distribute such amount pursuant to Section 4.06(a)(i) or (c)(i), as applicable,
provided that the amount of such deposit shall not exceed the product of (x) the
portion of the Insolvency Proceeds allocated to Allocable Finance Charge
Collections, (y) the Floating Allocation Percentage with respect to such Due
Period and (z) a fraction, the numerator of which is the Class A Invested Amount
with respect to such Distribution Date and the denominator of which is the
Invested Amount with respect to such Distribution Date and (ii) deduct an amount
equal to the sum of (w) Class B Monthly Interest and the Class B Net Swap
Payment, if any, with respect to such Distribution Date, (x) any Class B Monthly
Interest previously due but not deposited into the Class B Interest Funding
Account on a prior Distribution Date and any Class B Net Swap Payments
previously due but not distributed to the Class B Interest Rate Swap
Counterparties, (y) the Cumulative Excess Interest


<PAGE>
                                                                              81


Amount with respect to such Distribution Date, and (z) the amount of Class B
Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B Interest
Funding Account on a prior Distribution Date, from the portion of the Insolvency
Proceeds allocated to Allocable Finance Charge Collections and distribute such
amount pursuant to Section 4.06(b)(i) or (d)(i), as applicable, provided that
the amount of such deposit shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Allocable Finance Charge Collections, (y)
the Floating Allocation Percentage with respect to such Due Period and (z) a
fraction, the numerator of which is the Class B Invested Amount with respect to
such Distribution Date and the denominator of which is the Invested Amount with
respect to such Distribution Date. The remainder of the Insolvency Proceeds
allocated to Allocable Finance Charge Collections shall be distributed, pro
rata, to the Cash Collateral Depositor and each Additional Cash Collateral
Depositor for application in accordance with the provisions of the Loan
Agreement and each Additional Loan Agreement, respectively.

     (c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Class A Principal Funding
Account and the Interest Funding Accounts and the amount retained in the
Collection Account for distribution to the Class B Certificateholders pursuant
to this Section and all other amounts on deposit therein for distribution to the
Series 1997-4 Certificateholders shall be distributed in full to the Series
1997-4 Certificateholders on the Distribution Date on which funds are deposited
pursuant to this Section (or, if not so deposited on a Distribution Date, on the
immediately following Distribution Date) and shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement.

     (d) Notwithstanding any provision of the Agreement or this Series
Supplement, for purposes of Section 9.02(a) of the Agreement, the Holders of the
Series 1997-4 Certificates shall not be deemed to have disapproved a liquidation
of the Receivables following an Insolvency Event with respect to any of the
Sellers unless (i) holders of more than 50% of the aggregate unpaid principal
amount of each of the Class A Certificates and the Class B Certificates and (ii)
the Cash Collateral Depositor


<PAGE>
                                                                              82


and each Additional Cash Collateral Depositor shall have disapproved of such
liquidation (or, if the Cash Collateral Depositor and any Additional Cash
Collateral Depositor shall have assigned all or part of their respective
interests under the Loan Agreement and such Additional Loan Agreements,
respectively, to one or more Persons, then one or more Persons holding more than
50% of such interest shall have disapproved of such liquidation).


                                   ARTICLE IX

                                    Covenants

     Section 9.01. Reduction in Portfolio Yield. Citibank (South Dakota), in its
capacity as a Seller, and each Additional Seller, hereby covenant that upon the
occurrence of an Amortization Event described in Section 6.01(e), except as is
otherwise required by any Requirements of Law, it will not reduce the Periodic
Rate Finance Charge applicable to any Account to a rate that would result in the
weighted average of the Periodic Rate Finance Charges applicable to all the
Accounts as of the last day of any Due Period being less than the sum of the
weighted average of the Certificate Rates of each outstanding Series as of such
last day and 6%.


                                    ARTICLE X

                            Miscellaneous Provisions

     Section 10.01. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.

     Section 10.02. Counterparts. This Series Supplement may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.

     Section 10.03. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF


<PAGE>
                                                                              83


LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 10.04. Construction of Agreement. The Sellers hereby confirm that
the security interest granted to the Trustee pursuant to Section 13.18 of the
Agreement is for the benefit of (a) the Investor Certificateholders and (b) the
Cash Collateral Depositor and the Additional Cash


<PAGE>


Collateral Depositor to the extent of the CCA Invested Amount.

     IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have caused
this Series Supplement to be duly executed by their respective officers as of
the day and year first above written.


                                       CITIBANK (SOUTH DAKOTA), N.A.,
                                       Seller and Servicer,

                                         by /s/ Eugene D. Rowenhorst
                                         ---------------------------- 
                                         Title: Senior Vice President


                                       CITIBANK (NEVADA), NATIONAL
                                       ASSOCIATION, Seller,

                                         by /s/ Robert G. Boyt
                                         --------------------------  
                                         Title: Vice President


                                       YASUDA BANK AND TRUST COMPANY
                                       (U.S.A.), Trustee,

                                         by /s/ Anthony A. Bocchino
                                         -------------------------- 
                                         Title: Vice President


<PAGE>

                                                                     EXHIBIT A-1


REGISTERED
     $____________ *

No. R-                                                       CUSIP No. [       ]

     [Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]

                       CITIBANK CREDIT CARD MASTER TRUST I

                                  SERIES 1997-4

           FLOATING RATE CLASS A CREDIT CARD PARTICIPATION CERTIFICATE

                      Class A Expected Final Payment Date:
                        The March 2009 Distribution Date

                 Each $1,000 minimum denomination represents an
                   undivided interest in certain assets of the

                       CITIBANK CREDIT CARD MASTER TRUST I

     the corpus of which consists primarily of receivables generated from time
to time in the ordinary course of business in a portfolio of revolving credit
card accounts by

                          CITIBANK (SOUTH DAKOTA), N.A.
                                       and
                               CITIBANK (NEVADA),
                              NATIONAL ASSOCIATION

     and, in certain circumstances, certain Additional Sellers (as defined in
the Pooling and Servicing Agreement referred to below).


<PAGE>
                                                                               2


                  (Not an interest in or obligation of Citibank
                    (South Dakota), N.A., Citibank (Nevada),
                 National Association, any Additional Sellers or
                             any affiliate thereof)








-------------------

*  Denominations of $1,000 and integral multiples of $1,000
   in excess thereof.


<PAGE>
                                                                               3


This certifies that                     (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement dated as
of May 29, 1991 (as amended and supplemented, the "Agreement"), as supplemented
by the Series 1997-4 Supplement dated as of February 20, 1997 (as amended and
supplemented, the "Series Supplement"), among Citibank (South Dakota), N.A., a
national banking association, as Seller and Servicer, Citibank (Nevada),
National Association, a national banking association, as Seller, and Yasuda Bank
and Trust Company (U.S.A.), a New York trust company, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) a portfolio of all
receivables (the "Receivables") existing in the revolving credit card accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardholders in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and in the Series Accounts, (v) the benefits of the Interest
Rate Swaps and the Cash Collateral Accounts and (vi) all other assets and
interests constituting the Trust. The Holder of this Certificate is entitled to
the benefit of funds on deposit in the Cash Collateral Accounts to the extent
provided in the Series Supplement. Although a summary of certain provisions of
the Agreement and the Series Supplement is set forth below and on the Summary of
Terms and Conditions attached hereto and made a part hereof, this Class A
Certificate does not purport to summarize the Agreement and the Series
Supplement and reference is made to the Agreement and the Series Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
Supplement, as applicable.

     This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Class A Certificateholder by virtue of the acceptance hereof assents
and is bound.


<PAGE>
                                                                               4


     It is the intent of the Sellers and the Investor Certificateholders that,
for Federal, state and local income and franchise tax purposes only, the
Investor Certificates will qualify as indebtedness of the Sellers secured by the
Receivables. The Class A Certificateholder, by the acceptance of this Class A
Certificate, agrees to treat this Class A Certificate for Federal, state and
local income and franchise tax purposes as indebtedness of the Sellers.

     In general, payments of principal with respect to the Class A Certificates
are limited to the Class A Invested Amount, which may be less than the unpaid
principal balance of the Class A Certificates. The Class A Expected Final
Payment Date is the March 2009 Distribution Date, but principal with respect to
the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If for one
or more months during the Accumulation Period there are not sufficient funds to
pay the Controlled Amortization Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of principal of the
Class A Certificates will occur later than the Class A Expected Final Payment
Date. If the principal of the Class A Certificates and the Class B Certificates
is not paid in full on or prior to the Termination Date, the Trustee will sell
or cause to be sold on such Termination Date Principal Receivables (and the
related Finance Charge Receivables) (or interests therein) in an amount equal to
110% of the Invested Amount as of such Termination Date, subject to certain
limitations, and shall immediately deposit the Termination Proceeds allocable to
the Series 1997-4 Certificateholders' Interest in the Collection Account. The
Termination Proceeds shall be allocated and distributed to the Class A
Certificateholders and the Class B Certificateholders in accordance with the
Series Supplement.

     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual or facsimile signature, this Class A
Certificate shall not


<PAGE>

                                                                               5

     be entitled to any benefit under the Agreement or the Series Supplement or
be valid for any purpose.


     IN WITNESS WHEREOF, the Banks have caused this Class A Certificate to be
duly executed.


                              CITIBANK (SOUTH DAKOTA), N.A.,


                              By: __________________________
                                  Name:
                                  Title:


                              CITIBANK (NEVADA),
                              NATIONAL ASSOCIATION,


                              By: _________________________
                                  Name:
                                  Title:

Dated:



<PAGE>
                                                                               6


           TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This  is one of the  Class  A  Certificates  described  in the  within-mentioned
Agreement and Series Supplement.


YASUDA BANK AND TRUST COMPANY (U.S.A.),
as Trustee,


By: _________________________
       Authorized Officer


or


By: CITIBANK, N.A.,
       as Authenticating Agent
       for the Trustee,


By: _________________________
       Authorized Officer


<PAGE>
                                                                               7


                       CITIBANK CREDIT CARD MASTER TRUST I

                                  SERIES 1997-4

          FLOATING RATE CLASS A CREDIT CARD PARTICIPATION CERTIFICATE


                         Summary of Terms and Conditions


     The Receivables consist of Principal Receivables which arise generally from
the purchase of merchandise and services and amounts advanced to cardholders as
cash advances and Finance Charge Receivables which arise generally from Periodic
Rate Finance Charges, Cash Advance Fees, Late Payment Fees and annual membership
fees with respect to the Accounts. This Class A Certificate is one of a series
of Certificates entitled Citibank Credit Card Master Trust I, Series 1997-4 (the
"Series 1997-4 Certificates"), and one of a class thereof entitled Floating Rate
Class A Credit Card Participation Certificates, Series 1997-4 (the "Class A
Certificates"), each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Assets are allocated in part to the
certificateholders of all outstanding Series (the "Certificateholders'
Interest") with the remainder allocated to the Sellers. The aggregate interest
represented by the Class A Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class A Invested Amount at
such time. The Class A Initial Invested Amount is $750,000,000. The Class A
Invested Amount on any date will be an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date, minus (c) the Class A Principal
Funding Account Balance as of such date and minus (d) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs over Class A Investor
Charge-Offs reimbursed pursuant to Section 4.08 of the Series Supplement prior
to such date. In addition to the Class A Certificates, a class of the Series
1997-4 Certificates entitled Floating Rate Class B Credit Card Participation
Certificates, Series 1997-4 (the "Class B Certificates") will be issued. Also, a
Sellers' Certificate has been issued to the Sellers pursuant to the Agreement
which represents the Sellers' Interest.

     Subject to the terms and conditions of the Agreement, the Sellers may from
time to time direct the Trustee,


<PAGE>
                                                                               8


on behalf of the Trust, to issue one or more new Series of Investor
Certificates, which will represent fractional undivided interests in certain of
the Trust Assets.

     On each Class A Payment Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class A Certificateholder's pro rata share of
such amounts on deposit in the Class A Interest Funding Account or the Class A
Principal Funding Account as are payable to the Class A Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with respect
to this Class A Certificate will be made by the Paying Agent by check mailed to
the address of the Class A Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Class A
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class A Certificate) except that with respect to
Class A Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of immediately
available funds. Final payment of this Class A Certificate will be made only
upon presentation and surrender of this Class A Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee to
the Class A Certificateholders in accordance with the Agreement and the Series
Supplement.

     On the Distribution Date occurring on or after the date on which the
Invested Amount is reduced to 5% of the Initial Invested Amount or less, the
Sellers have the option to repurchase the Series 1997-4 Certificateholders'
Interest in the Trust. The repurchase price (determined after giving effect to
any payment of principal and interest on such Distribution Date) will be equal
to the Reassignment Amount for such Distribution Date.

     This Class A Certificate does not represent an obligation of, or an
interest in, the Sellers, the Servicer or any affiliate of any of them and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Class A Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Series Supplement.


<PAGE>
                                                                               9


     The Agreement or any Supplement may, subject to certain conditions, be
amended by the Sellers, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Trustee's rights, duties or immunities
under the Agreement or otherwise.

     The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected Series,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders; provided,
however, that no such amendment shall (i) reduce in any manner the amount of or
delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Investor
Certificateholder, (ii) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (iii) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each Investor
Certificateholder or (iv) adversely affect the rating of any Series or Class by
the Rating Agency without the consent of the Holders of Investor Certificates of
such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or Class. The
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's rights, duties or immunities under this Agreement or
otherwise.

     The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and


<PAGE>
                                                                              10


duly authorized in writing with such signature guaranteed, and thereupon
one or more new Class A Certificates of authorized denominations and for the
same aggregate fractional undivided interest will be issued to the designated
transferee or transferees.

     As provided in the Series Supplement, the Banks may, from time to time,
during the Revolving Period, subject to certain conditions set forth in the
Series Supplement, cause the Trustee to issue Additional Class A Certificates.
When issued, the Additional Class A Certificates will be identical in all
respects to the other outstanding Class A Certificates and will be equally and
ratably entitled to the benefits of the Agreement and the Series Supplement
without preference, priority or distinction.

     As provided in the Agreement and subject to certain limitations therein set
forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

     The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.

     THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>
                                                                              11


                              ASSIGNMENT


Social Security or other identifying number of assignee

-------------------------

          FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ________________________________

-----------------------------------------------------------
              (name and address of assignee)

the  within  certificate  and all  rights  thereunder,  and  hereby  irrevocably
constitutes  and appoints  ______________________,  attorney,  to transfer  said
certificate  on the books  kept for  registration  thereof,  with full  power of
substitution in the premises.

Dated:  ______________           _____________________*


                                 Signature Guaranteed:


                                 ---------------------


-------------------------

(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.


<PAGE>
                                                                     EXHIBIT A-2


REGISTERED
     $__________*

No. R-                                                             CUSIP NO. [ ]

     [Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]

     THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).

                       CITIBANK CREDIT CARD MASTER TRUST I

                                  SERIES 1997-4

          FLOATING RATE CLASS B CREDIT CARD PARTICIPATION CERTIFICATE



                      Class B Expected Final Payment Date:
                        The March 2009 Distribution Date


                 Each $1,000 minimum denomination represents an
                   undivided interest in certain assets of the


                       CITIBANK CREDIT CARD MASTER TRUST I

the corpus of which consists primarily of receivables generated from time
to time in the ordinary course of business in a portfolio of revolving credit
card accounts by


<PAGE>
                                                                               2


                          CITIBANK (SOUTH DAKOTA), N.A.
                                       and
                               CITIBANK (NEVADA),
                              NATIONAL ASSOCIATION

and, in certain circumstances, certain Additional Sellers (as defined in
the Pooling and Servicing Agreement referred to below).

       (Not an interest in or obligation of Citibank
          (South Dakota), N.A., Citibank (Nevada),
      National Association, any Additional Sellers or
                   any affiliate thereof)






--------------------
*  Denominations of $1,000 and integral multiples of $1,000
   in excess thereof.


<PAGE>
                                                                               3


This certifies that                     (the "Class B Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement dated as
of May 29, 1991 (as amended and supplemented, the "Agreement"), as supplemented
by the Series 1997-4 Supplement dated as of February 20, 1997 (as amended and
supplemented, the "Series Supplement"), among Citibank (South Dakota), N.A., a
national banking association, as Seller and Servicer, Citibank (Nevada),
National Association, a national banking association, as Seller, and Yasuda Bank
and Trust Company (U.S.A.), a New York trust company, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) a portfolio of all
receivables (the "Receivables") existing in the revolving credit card accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardholders in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and in the Series Accounts, (v) the benefits of the Interest
Rate Swaps and the Cash Collateral Accounts and (vi) all other assets and
interests constituting the Trust. The Holder of this Certificate is entitled to
the benefit of funds on deposit in the Cash Collateral Accounts to the extent
provided in the Series Supplement. Although a summary of certain provisions of
the Agreement and the Series Supplement is set forth below and on the Summary of
Terms and Conditions attached hereto and made a part hereof, this Class B
Certificate does not purport to summarize the Agreement and the Series
Supplement and reference is made to the Agreement and the Series Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
Supplement, as applicable.

     This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Class B Certificateholder by virtue of the acceptance hereof assents
and is bound.


<PAGE>
                                                                               4


     It is the intent of the Sellers and the Investor Certificateholders that,
for Federal, state and local income and franchise tax purposes only, the
Investor Certificates will qualify as indebtedness of the Sellers secured by the
Receivables. The Class B Certificateholder, by the acceptance of this Class B
Certificate, agrees to treat this Class B Certificate for Federal, state and
local income and franchise tax purposes as indebtedness of the Sellers.

     In general, payments of principal with respect to the Class B Certificates
are limited to the Class B Invested Amount, which may be less than the unpaid
principal balance of the Class B Certificates, except that principal payments
may be made in excess of the Class B Invested Amount to the extent amounts are
available for that purpose in the Cash Collateral Accounts. The Class B Expected
Final Payment Date is the March 2009 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. Principal
payments with respect to the Class B Certificates will not commence until the
Class A Invested Amount is paid in full. In addition, the final payment of
principal of the Class B Certificates will occur later than the Class B Expected
Final Payment Date if Collections of Receivables allocable to pay principal of
the Class B Certificates are insufficient to pay the Class B Invested Amount on
or prior to such Distribution Date. If the principal of the Class A Certificates
and the Class B Certificates is not paid in full on or prior to the Termination
Date, the Trustee will sell or cause to be sold on such Termination Date
Principal Receivables (and the related Finance Charge Receivables) (or interests
therein) in an amount equal to 110% of the Invested Amount as of such
Termination Date, subject to certain limitations, and shall immediately deposit
the Termination Proceeds allocable to the Series 1997-4 Certificateholders'
Interest in the Collection Account. The Termination Proceeds shall be allocated
and distributed to the Class A Certificateholders and the Class B
Certificateholders in accordance with the Series Supplement.

     The Class B Certificates may not be acquired by or for the account of any
employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974
or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986
or an entity whose underlying assets include plan assets by reason of a plan's
investment


<PAGE>
                                                                               5

in such entity (a "Benefit Plan"). By accepting and holding this Class B
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a Benefit Plan. By acquiring any interest in this Class B
Certificate, the applicable Certificate Owner or Owners shall be deemed to have
represented and warranted that it or they are not Benefit Plans.

     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual or facsimile signature, this Class B
Certificate shall not


<PAGE>
                                                                               6


be entitled to any benefit under the Agreement or the Series Supplement or
be valid for any purpose.


     IN WITNESS WHEREOF, the Banks have caused this Class B Certificate to be
duly executed.


                              CITIBANK (SOUTH DAKOTA), N.A.,

                              By: __________________________
                                  Name:
                                  Title:


                              CITIBANK (NEVADA),
                              NATIONAL ASSOCIATION,

                              By: _________________________
                                  Name:
                                  Title:


Dated:


<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the Class B Certificates described in the within-mentioned
Agreement and Series Supplement.

YASUDA BANK AND TRUST COMPANY (U.S.A.),
as Trustee,


By: _________________________
       Authorized Officer


or


By: CITIBANK, N.A.,
       as Authenticating Agent
       for the Trustee,


By: _________________________
       Authorized Officer


<PAGE>


                       CITIBANK CREDIT CARD MASTER TRUST I

                                  SERIES 1997-4

          FLOATING RATE CLASS B CREDIT CARD PARTICIPATION CERTIFICATE


                         Summary of Terms and Conditions


     The Receivables consist of Principal Receivables which arise generally from
the purchase of merchandise and services and amounts advanced to cardholders as
cash advances and Finance Charge Receivables which generally arise from Periodic
Rate Finance Charges, Cash Advance Fees, Late Payment Fees and annual membership
fees with respect to the Accounts. This Class B Certificate is one of a series
of Certificates entitled Citibank Credit Card Master Trust I, Series 1997-4 (the
"Series 1997-4 Certificates"), and one of a class thereof entitled Floating Rate
Class B Credit Card Participation Certificates, Series 1997-4 (the "Class B
Certificates"), each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Assets are allocated in part to the
certificateholders of all outstanding Series (the "Certificateholders'
Interest") with the remainder allocated to the Sellers. The aggregate interest
represented by the Class B Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class B Invested Amount at
such time. The Class B Initial Invested Amount is $48,000,000. The Class B
Invested Amount on any date will be an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date (other than any principal payments
made to Class B Certificateholders from the proceeds of a Reimbursement Draw
Amount pursuant to Section 4.11(f) of the Series Supplement), minus (c) the
aggregate amount of Class B Investor Charge-Offs for all prior Distribution
Dates pursuant to Section 4.08(b) of the Series Supplement, minus (d) the
aggregate amount of Subordinated Principal Collections allocated on all prior
Distribution Dates pursuant to Section 4.10(a) of the Series Supplement
(excluding any Subordinated Principal Collections that have resulted in a
reduction in the CCA Invested Amount pursuant to Section 4.08(c) of the Series
Supplement), minus (e) an amount equal to the amount by which the Class B
Invested Amount has been reduced on all prior Distribution Dates


<PAGE>
                                                                               2


pursuant to Section 4.08(a) of the Series Supplement, and plus (f) the sum
of (i) the aggregate amount of any Allocable Miscellaneous Payments allocated
and available on all prior Distribution Dates pursuant to Section 4.08(b)(i) of
the Series Supplement and (ii) the amount of Excess Finance Charge Collections
allocated and available on all prior Distribution Dates pursuant to Section
4.09(f) of the Series Supplement for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e). In addition to the Class B
Certificates, a class of the Series 1997-4 Certificates entitled Floating Rate
Class A Credit Card Participation Certificates, Series 1997-4 (the "Class A
Certificates") will be issued. Also, a Sellers' Certificate has been issued to
the Sellers pursuant to the Agreement which represents the Sellers' Interest.

     Subject to the terms and conditions of the Agreement, the Sellers may from
time to time direct the Trustee, on behalf of the Trust, to issue one or more
new Series of Investor Certificates, which will represent fractional undivided
interests in certain of the Trust Assets.

     On each Class B Payment Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class B Certificateholder's pro rata share of
such amounts (including amounts on deposit in the Class B Interest Funding
Account or the Collection Account) as are payable to the Class B
Certificateholders pursuant to the Agreement and the Series Supplement.
Distributions with respect to this Class B Certificate will be made by the
Paying Agent by check mailed to the address of the Class B Certificateholder of
record appearing in the Certificate Register without the presentation or
surrender of this Class B Certificate or the making of any notation thereon
(except for the final distribution in respect of this Class B Certificate)
except that with respect to Class B Certificates registered in the name of Cede
& Co., the nominee for The Depository Trust Company, distributions will be made
in the form of immediately available funds. Final payment of this Class B
Certificate will be made only upon presentation and surrender of this Class B
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Class B Certificateholders in
accordance with the Agreement and the Series Supplement.

     On the Distribution Date occurring on or after the date on which the
Invested Amount is reduced to 5% of the


<PAGE>
                                                                               3


Initial Invested Amount or less, the Sellers have the option to repurchase
the Series 1997-4 Certificateholders' Interest in the Trust. The repurchase
price (determined after giving effect to any payment of principal and interest
on such Distribution Date) will be equal to the Reassignment Amount for such
Distribution Date.

     This Class B Certificate does not represent an obligation of, or an
interest in, the Sellers, the Servicer or any affiliate of any of them and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Class B Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Series Supplement.

     The Agreement or any Supplement may, subject to certain conditions, be
amended by the Sellers, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Trustee's rights, duties or immunities
under the Agreement or otherwise.

     The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected Series,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders; provided,
however, that no such amendment shall (i) reduce in any manner the amount of or
delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Investor
Certificateholder, (ii) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (iii) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each Investor
Certificateholder or (iv) adversely affect the rating of any Series or Class by
the Rating Agency without the consent of the Holders of Investor Certificates of
such Series or Class evidencing not less


<PAGE>
                                                                               4


than 66-2/3% of the aggregate unpaid principal amount of the Investor
Certificates of such Series or Class. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's rights,
duties or immunities under this Agreement or otherwise.

     The Class B Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.

     As provided in the Series Supplement, the Banks may, from time to time,
during the Revolving Period, subject to certain conditions set forth in the
Series Supplement, cause the Trustee to issue Additional Class B Certificates.
When issued, the Additional Class B Certificates will be identical in all
respects to the other outstanding Class B Certificates and will be equally and
ratably entitled to the benefits of the Agreement and the Series Supplement
without preference, priority or distinction.

     As provided in the Agreement and subject to certain limitations therein set
forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

     The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any


<PAGE>
                                                                               5

agent of any of them, shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.


     THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>
                                                                               6


                                   ASSIGNMENT

Social Security or other identifying number of assignee

-------------------------

          FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ________________________________

-----------------------------------------------------------
             (name and address of assignee)

the  within  certificate  and all  rights  thereunder,  and  hereby  irrevocably
constitutes  and appoints  ______________________,  attorney,  to transfer  said
certificate  on the books  kept for  registration  thereof,  with full  power of
substitution in the premises.

Dated:  ______________             _______________________*


                                    Signature Guaranteed:


                                   -----------------------


-------------------------

(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.

<PAGE>
                                                                       EXHIBIT B


                    FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                          NOTIFICATION TO THE TRUSTEE,
                         EACH CASH COLLATERAL DEPOSITOR
                AND EACH ADDITIONAL CASH COLLATERAL DEPOSITOR 1/
                    ----------------------------------------

                          CITIBANK (SOUTH DAKOTA), N.A.

                    ----------------------------------------


                       CITIBANK CREDIT CARD MASTER TRUST I

                                  SERIES 1997-4

                    ----------------------------------------


     The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A. ("Citibank (South Dakota)"), as Servicer pursuant to the Pooling
and Servicing Agreement dated as of May 29, 1991 (as amended and supplemented,
the "Pooling and Servicing Agreement"), among Citibank (South Dakota), Citibank
(Nevada), National Association ("Citibank (Nevada)") and Yasuda Bank and Trust
Company (U.S.A.), as trustee (the "Trustee"), does hereby certify as follows:

          1. Capitalized terms used in this Certificate have their respective
     meanings set forth in the Pooling and Servicing Agreement or the Series
     1997-4 Supplement dated as of February 20, 1997, among Citibank (South
     Dakota), Citibank (Nevada) and the Trustee (as amended and supplemented,
     the "Series Supplement"), as applicable. This Certificate is delivered
     pursuant to Section 4.11(i) of the Series Supplement.

          2. Citibank (South Dakota) is the Servicer.

          3. The undersigned is a Servicing Officer.


---------------------
     1/ To be delivered no later than the applicable Transfer Date.


<PAGE>
                                                                               2


                        NOTIFICATION TO MAKE WITHDRAWALS
                        FROM THE CASH COLLATERAL ACCOUNTS


     Pursuant to Sections 4.11(c) through (i) of the Series Supplement, the
Servicer does hereby instruct the Trustee (i) to withdraw pro rata from the Cash
Collateral Accounts and Additional Cash Collateral Accounts on , , which date is
a Transfer Date, in an aggregate amount as set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawals in
accordance with Section 4.11(i) of the Series Supplement:

     1.   Pursuant to Section 4.11(c):

          Required Draw Amount in respect of the
     preceding Due Period ...........................$______

     2.   Pursuant to Section 4.11(d):

          Interest Draw Amount in respect of the
     preceding Due Period ...........................$______


     3.   Pursuant to Section 4.11(e):

          Default Draw Amount in respect of the
     preceding Due Period ..........................$______


     4.   Pursuant to Section 4.11(f):

          Reimbursement Draw Amount in respect of the
     preceding Due Period ...........................$______

     5.   Pursuant to Section 4.11(g):

          Special Draw Amount in respect of the
     preceding Due Period ...........................$______


     6.   Pursuant to Section 4.11(h):

          Class A Principal Draw Amount in respect of
     the preceding Due Period .......................$______


<PAGE>
                                                                               3


          Class B Principal Draw Amount in respect of
     the preceding Due Period .......................$______


     7.   Pursuant to Section 4.11(i):

          Total Draw Amount in respect of the
     preceding Due Period ...........................$______

                                               Total $______


          IN WITNESS WHEREOF, the undersigned has duly
executed this Certificate this ___ day of ______________,
----.


                       CITIBANK (SOUTH DAKOTA), N.A.,
                       Servicer,

                         by
                           -------------------------
                           Name:
                           Title:

<PAGE>
                                                                       EXHIBIT C


                            FORM OF MONTHLY STATEMENT


                          CITIBANK (SOUTH DAKOTA), N.A.
                     CITIBANK (NEVADA), NATIONAL ASSOCIATION

          -----------------------------------------------------------

                       CITIBANK CREDIT CARD MASTER TRUST I
                                  SERIES 1997-4
          -----------------------------------------------------------

     The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the Pooling
and Servicing Agreement dated as of May 29, 1991 (as amended and supplemented,
the "Agreement"), as supplemented by the Series 1997-4 Supplement (as amended
and supplemented, the "Series Supplement"), among Citibank (South Dakota),
Seller and Servicer, Citibank (Nevada), National Association, Seller, and Yasuda
Bank and Trust Company (U.S.A.), as Trustee, does hereby certify the information
set forth below. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement or Series Supplement, as
applicable.

     This Certificate relates to the Due Period ended _____________________
and the related Distribution Date.


A.   Information Regarding the Portfolio

     1.  Portfolio Yield ................................................._____%

          Yield component [Finance Charge Receivables collected
          during the Due Period / Principal Receivables in the Trust
          on the last day of the prior Due Period]....................... _____%

          Credit loss component [net charged-off Principal Receivables during
          the Due Period / Principal Receivables in the Trust on the last day of
          the prior Due Period] .........................................._____%


<PAGE>
                                                                               2


     2.   New purchase rate [aggregate purchases of merchandise and services
          during the Due Period / Receivables in the Trust on the last day of
          the prior Due Period] .........................................._____%

     3.   Total payment rate [aggregate Collections during the Due Period /
          Receivables in the Trust on the last day of the prior Due Period]
          ................................................................_____%

     4.   Principal payment rate [aggregate collections with respect to
          Principal Receivables during the Due Period / Principal Receivables in
          the Trust on the last day of the prior Due Period].............._____%

     5.   Aggregate amount of Principal Receivables in the Trust:

          Beginning of Due Period .......................................$_____
          Average .......................................................$_____
          End of Due Period .............................................$_____

     6.   Delinquencies (Aggregate outstanding balances in the Accounts that
          were delinquent by the time periods listed below as of the close of
          business of the month preceding the Distribution Date, as a percentage
          of aggregate Receivables as of the last day of the Due Period) 1/ :

          Current ......................................................._____%
          5-34 days delinquent .........................................._____%
          35-64 days delinquent ........................................._____%
          65-94 days delinquent ........................................._____%
          95-124 days delinquent ........................................_____%
          125-154 days delinquent ......................................._____%
          155-184 days delinquent ......................................._____%


--------------------
     1/ To be delivered no later than the 15th day of each calendar month.


<PAGE>
                                                                               3


B.   Information Regarding Group One (Percentage Basis)

     1.   Group One weighted average Certificate
          Rate ..........................................................._____%

     2.   Weighted average rate of Group One Investor
          Monthly Fees ..................................................._____%

     3.   Group One Surplus Finance Charge Collections /
          the Invested Amount as of the last day of the
          prior Due Period ..............................................._____%

     4.   Group One Required Surplus Finance Charge
          Amount / the Invested Amount as of the last day
          of the prior Due Period ........................................_____%

     5.   Group One Surplus Finance Charge Collections
          minus Group One Required Surplus Finance Charge
          Amount / the Invested Amount as of the last day
          of the prior Due Period ........................................_____%


C.   Information Regarding Group One (Dollar Basis)

     1.   Group One Total Investor Collections ...........................$_____

          Group One Investor
          Principal Collections ..........................................$_____

          Group One Investor Finance
          Charge Collections .............................................$_____

     2.   Group One Investor Default Amount ..............................$_____

     3.   Group One Investor Monthly Interest ............................$_____

     4.   Group One Investor Monthly Fees ................................$_____

     5.   Group One Surplus Finance Charge
          Collections ....................................................$_____

     6.   Group One Required Surplus Finance Charge
          Amount .........................................................$_____

     7.   Group One Surplus Finance Charge Collections
          minus Group One Required Surplus Finance Charge
          Amount .........................................................$_____


<PAGE>
                                                                               4


D.   Information Regarding Series 1997-4

     1.(a)  Class A Invested Amount ......................................$_____
                                                                 
       (b)  Class B Invested Amount ......................................$_____
                                                                 
     2.(a)  Class A Monthly Interest .....................................$_____
                                                                 
       (b)  Class B Monthly Interest .....................................$_____
                                                                 
     3.(a)  Balance in the Class A Interest                      
            Funding Account ..............................................$_____
                                                                 
       (b)  Balance in the Class B Interest                      
            Funding Account  .............................................$_____
                                                                 
     4.   Available Cash Collateral                              
          Amount .........................................................$_____
                                                                 
            % of Class B Invested                                
            Amount ......................................................._____%
                                                                
     5.(a)  Class A Investor Charge-offs .................................$_____
                                                                 
       (b)  Class B Investor Charge-offs .................................$_____
                                                        
     6.  Required Amount .................................................$_____

     7.  Draw on Cash Collateral Account .................................$_____

     8.(a)  Class A Monthly Principal for the
            Distribution Date 1/ .........................................$_____

       (b)  Class B Monthly Principal for the
            Distribution Date 2/ .........................................$-----

     9.   Balance in the Class A Principal
          Funding Account 1/ .............................................$_____

     10.  The Class A Net Swap Payment due (as a negative
          number) or the Class A Net Swap Receipt received
          (as a positive number) for the
          Distribution Date ..............................................$_____

     11.  The Class B Net Swap Payment due (as a negative
          number) or the Class B Net Swap Receipt received
          (as a positive number) for the
          Distribution Date ..............................................$_____

-------------------
     2/ Applicable during the Accumulation Period,  Principal Payment Period and
any Early Amortization Period.


<PAGE>
                                                                               5


E.   Information regarding Additional Investor Certificates 3/

     1.   Additional Issuance Date.................................. _____
                                                       
     2.   Invested Amount of Additional Class A
          Certificates..............................................$_____
                                                               
     3.   Invested Amount of Additional Class B  
          Certificates..............................................$_____
                                                               
                                                 
F.   Information Regarding the Accumulation Period 4/

     1.   Date on which the Accumulation Period will
          commence.................................................. _____
                                                               
     2.   Controlled Amortization Amount for each
          Monthly Period

       (a)            ,        Monthly Period.......................$_____
                                                               
       (b)            ,        Monthly Period.......................$_____
                                                              
                                                
G.   Information Regarding Distributions,
     Certificateholders and Charge-offs 5/

     1.(a) The total amount of the distribution to Class A Certificateholders on
          the Payment Date ...............................................$_____
                                                              
     (b) The total amount of the distribution to Class B Certificateholders on
     the Payment Date ....................................................$_____
                                                              
     2.(a) The amount of the distribution set forth in item 1(a) above in
          respect of principal on the Class A Certificates ...............$_____
                                                                                
     (b) The amount of the distribution set forth in item 1(b) above in respect
     of principal on the Class B Certificates ............................$_____
                                                                  
     3.(a) The amount of the distribution set forth in item 1(a) above in
          respect of interest on the Class A Certificates ................$_____

     (b) The amount of the distribution set forth in item 1(b) above in respect
     of interest on the Class B Certificates .............................$_____

     4.(a) The amount, if any, by which the outstanding principal balance of the
          Class A Certificates exceeds the Class A Invested Amount as of the end
          of the Record Date with respect to the Payment Date.............$_____

     (b)  The amount, if any, by which the outstanding principal balance of the
          Class B Certificates exceeds the Class B Invested Amount as of the end
          of the Record Date with respect to the Payment Date.............$_____


                           CITIBANK (SOUTH DAKOTA), N.A.,
                             Servicer,

                            By:______________________
                            Name:
                            Title:


<PAGE>
                                                                       EXHIBIT D


                     FORM OF MONTHLY SERVICER'S CERTIFICATE


                          CITIBANK (SOUTH DAKOTA), N.A.
                     CITIBANK (NEVADA), NATIONAL ASSOCIATION



                       CITIBANK CREDIT CARD MASTER TRUST I
                                  SERIES 1997-4



     The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the Pooling
and Servicing Agreement dated as of May 29, 1991 (as amended and supplemented,
the "Agreement"), as supplemented by the Series 1997-4 Supplement (as amended
and supplemented, the "Series Supplement"), among Citibank (South Dakota), N.A.,
Seller and Servicer, Citibank (Nevada), National Association, Seller, and Yasuda
Bank and Trust Company (U.S.A.), Trustee, does hereby certify as follows:

          1. Capitalized terms used in this Certificate have their respective
     meanings as set forth in the Agreement or Series Supplement, as applicable.

          2. Citibank (South Dakota) is, as of the date hereof, the Servicer
     under the Agreement.

          3. The undersigned is a Servicing Officer.

          4. This Certificate relates to the Distribution Date occurring on
_______________________.

          5. As of the date hereof, to the best knowledge of the undersigned,
     the Servicer has performed in all material respects all its obligations
     under the Agreement through the Due Period preceding such Distribution Date
     [or, if there has been a default in the performance of any such obligation,
     set forth in detail the (i) nature of such default, (ii) the action taken
     by the Sellers and Servicer, if any, to remedy such default and (iii) the
     current status of each such default; if applicable, insert "None"].


<PAGE>
                                                                               2


          6. As of the date hereof, to the best knowledge of the undersigned, no
     Amortization Event has been deemed to have occurred on or prior to such
     Distribution Date.

          7. As of the date hereof, to the best knowledge of the undersigned, no
     Lien has been placed on any of the Receivables other than pursuant to the
     Agreement (or, if there is a Lien, such Lien consists of ---------).


     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this      day of     ,   .


                              CITIBANK (SOUTH DAKOTA), N.A.,
                                   Servicer,

                              By:_________________________
                                 Name:
                                 Title:


<PAGE>
<PAGE>

                                                                     EXHIBIT E-1
                                                     CLASS A INTEREST RATE SWAPS


<PAGE>

(Multicurrency--Cross Border)

                                     ISDA(R)
               International Swaps & Derivatives Association, Inc.

                                MASTER AGREEMENT

                          dated as of February 20, 1997

YASUDA BANK & TRUST COMPANY
(U.S.A.) as trustee for CITIBANK
CREDIT CARD MASTER TRUST I        and   CITIBANK (SOUTH DAKOTA), N.A.
---------------------------------     ----------------------------------------

have entered and/or anticipate  entering into one or more  transactions  (each a
"Transaction")  that are or will be  governed by this  Master  Agreement,  which
includes the schedule (the  "Schedule")  and the documents and other  confirming
evidence (each a "Confirmation")  exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.    Interpretation

(a)   Definition. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)   Inconsistency.  In the event of any inconsistency  between the 
provisions of the Schedule and the other  provisions  of this Master  Agreement,
the  Schedule  will  prevail.  In the  event of any  inconsistency  between  the
provisions  of  any  Confirmation  and  this  Master  Agreement  (including  the
Schedule),  such  Confirmation  will  prevail  for the  purpose of the  relevant
Transaction.

(c)   Single Agreement.  All Transactions are entered into in reliance on the
fact that this Master  Agreement and all  Confirmations  form a single agreement
between the parties  (collectively  referred  to as this  "Agreement"),  and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a)   General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for value
      on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than by
      payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
      the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
      Default with respect to the other party has occurred and is continuing,
      (2) the condition precedent that no Early Termination Date in respect of
      the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.


        Copyright(C)1992 by International Swaps & Derivatives Association, Inc.

<PAGE>

(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable:--

      (i)  in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that the subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transaction from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i) Gross-up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified by
      the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d) promptly upon the earlier of determining that such
            deduction or withholding is required or receiving notice that such
            amount have been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified copy),
            or other documentation reasonable acceptable to Y, evidencing such
            payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay Y, in addition to the
            payment to which Y is otherwise entitled under this Agreement, such
            additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deducting or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that is would not be required to be paid but for:-

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (1) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.

                                                                   ISDA (R) 1992

                                       2
<PAGE>

            (ii) Liability. If:--

                  (1) X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X would
                  not be required to pay an additional amount to Y under Section
                  2(d)(i)(4);

                  (2) X does not so deduct or withhold; and

                  (3) a liability resulting from such Tax is assessed directly
                  against X,

            then, except to the extent Y has satisfied or then satisfies the
            liability resulting from such Tax, Y will promptly pay to X the
            amount of such liability (including any related liability for
            interest, but including any related liability for penalties only if
            Y has failed to comply with or perform any agreement contained in
            Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:-

(a)   Basic Representations.

      (i) Status. It is duly organized and validly existing under the laws of
      the jurisdiction of its organization or incorporation and, if relevant
      under such laws, in good standing;

      (ii) Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to perform
      its obligations under this Agreement and any obligations it has under any
      Credit Support Document to which it is a party and has taken all necessary
      action to authorise such execution, delivery and performance;

      (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision of
      its constitutional documents, any order or judgment of any court or other
      agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in full
      force and effect and all conditions of any such consents have been
      complied with; and

      (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal, valid
      and binding obligations, enforceable in accordance with their respective
      terms (subject to applicable bankruptcy, reorganization, insolvency,
      moratorium or similar laws affecting creditors' rights generally and
      subject, as to enforceability, to equitable principles of general
      application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

                                                                   ISDA (R) 1992


                                       3
<PAGE>

(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:---

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:---

      (i) any forms, documents or certificates relating to taxation specified in
      the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to allow
      such other party or its Credit Support Provider to make a payment under
      this Agreement or any applicable Credit Support Document without any
      deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
      demand), with any such form or document to be accurate and completed in a
      manner reasonably satisfactory to such other party and to be executed and
      to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                                                   ISDA (R) 1992


                                       4
<PAGE>

organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:---

      (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      required to be made by it if such failure is not remedied on or before the
      third Local Business Day after notice of such failure is given to the
      party;

      (ii) Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any payment
      under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
      notice of a Termination Event or any agreement or obligation under Section
      4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
      in accordance with this Agreement if such failure is not remedied on or
      before the thirtieth day after notice of such failure is given to the
      party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document or
            the failing or ceasing of such Credit Support Document to be in full
            force and effect for the purpose of this Agreement (in either case
            other than in accordance with its terms) prior to the satisfaction
            of all obligations of such party under each Transaction to which
            such Credit Support Document relates without the written consent of
            the other party; or

            (3) the party or such Credit Support Provider disaffirms, disclaims,
            repudiates or rejects, in whole or in part, or challenges the
            validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made or
      repeated by the party or any Credit Support Provider of such party in this
      Agreement or any Credit Support Document proves to have been incorrect or
      misleading in any material respect when made or repeated or deemed to have
      been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to any
      applicable notice requirement or grace period, there occurs a liquidation
      of, an acceleration of obligations under, or an early termination of, that
      Specified Transaction, (2) defaults, after giving effect to any applicable
      notice requirement or grace period, in making any payment or delivery due
      on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at
      least three Local Business Days if there is no applicable notice
      requirement or grace period) or (3) disaffirm, disclaims, repudiates or
      rejects, in whole or in part, a Specified Transaction (or such action is
      taken by any person or entity appointed or empowered to operate it or act
      on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default, event
      of default or other similar condition or event (however

                                                                   ISDA (R) 1992


                                       5
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule) which
      has resulted in such Specified Indebtedness becoming, or becoming capable
      at such time of being declared, due and payable under such agreement or
      instruments, before it would otherwise have been due and payable or (2) a
      default by such party, such Credit Support Provider or such Specified
      Entity (individually or collectively) in making one or more payments on
      the due date thereof in an aggregate amount of not less than the
      applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party:---

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its
            winding-up, official management or liquidation (other than pursuant
            to a consolidation, amalgamation or merger); (6) seeks or becomes
            subject to the appointment of an administrator, provisional
            liquidator, conservator, receiver, trustee, custodian or other
            similar official for it or for all or substantially all its assets;
            (7) has a secured party take possession of all or substantially all
            its assets or has a distress, execution, attachment, sequestration
            or other legal process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged, stayed
            or restrained, in each case within 30 days thereafter; (8) causes or
            is subject to any event with respect to it which, under the
            applicable laws of any jurisdiction, has an analogous effect to any
            of the events specified in clauses (1) to (7) (inclusive); or (9)
            takes any action in furtherance of, or indicating its consent to,
            approval of, or acquiescence in, any of the foregoing acts; or

      (viii) Merger Without Assumption. The party or any Credit Support Provider
      of such party consolidates or amalgamates with, or merges with or into, or
      transfers all or substantially all its assets to, another entity and, at
      the time of such consolidation, amalgamation, merger or transfer:---

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event 

                                                                   ISDA (R) 1992


                                       6
<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:---

      (i) Illegality. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party):---

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

      (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action is
      taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
      required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
      than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger The party (the "Burdened Party") on the next
      succeeding Scheduled Payment Date will either (1) be required to pay an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount has been deducted or
      withheld for or on account of any Indemnifiable Tax in respect to which
      the other party is not required to pay an additional amount (other than by
      reason of Section 2(d)(i)4(A)or (B)), in either case as a result of a
      party consolidating or amalgamating with, or merging with or into, or
      transferring all or substantially all its assets to, an other entity
      (which will be the Affected Party) where such action does not constitute
      an event described in Section 5(a)(viii);

      (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
      in the Schedule as applying to the party, such party ("X"), any Credit
      Support Provider of X or any applicable Specified Entity of X consolidates
      or amalgamates with or merges with or into, or transfers all or
      substantially all its assets to, another entity and such action does not
      constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or

      (v) Additional Termination Event. If any "Additional Termination Event" is
      specified in the Schedule or any Confirmation as applying, the occurrence
      of such event (and, in such event, the Affected Party or Affected Parties
      shall be as specified for such Additional Termination Event in the
      Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

                                                                   ISDA (R) 1992


                                       7
<PAGE>

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the Defaulting Party") has occurred and is then
continuing, the other party (the "Non-defaulting Party") may, by not more than
20 days notice to the Defaulting Party specifying the relevant Event of Default,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying the
      nature of that Termination Event and each Affected Transaction and will
      also give such other information about that Termination Event as the other
      party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
      Affected Party, the Affected Party will, as a condition to its right to
      designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under section 6(b)(i) all its rights and obligations
      under this Agreement in respect of the Affected Transactions to another of
      its Offices or Affiliates so that such Termination Event ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days after
      the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
      Tax Event occurs and there are two Affected Parties, each party will use
      all reasonable efforts to reach agreement within 30 days after notice
      thereof is given under Section 6(b)(i) on action to avoid that Termination
      Event.

      (iv) Right to Terminate. If:--

            (1) a transfer under Section 6(b)(ii) or an agreement under Section
            6(b)(iii), as the case may be, has not been effected with respect to
            all Affected Transactions within 30 days after an Affected Party
            gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected Party,

      either party in the case of an Illegality, the Burdened Party in the case
      of a Tax Event Upon Merger, an Affected Party in the case of a Tax Event
      or an Additional Termination Event if there is more than one Affected
      Party, or the party which is not the Affected Party in the case of a
      Credit Event Upon Merger or an Additional Termination Event if there is
      only one Affected Party may, by not more than 20 days notice to the other
      party and provided that the relevant Termination Event is then

                                                                   ISDA (R) 1992


                                       8
<PAGE>

      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i) If notice designating an Early Termination Date is given under Section
      6(a) or (b), the Early Termination Date will occur on the date so
      designated, whether or not the relevant Event of Default or Termination
      Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early Termination
      Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
      respect of the Terminated Transactions will be required to be made, but
      without prejudice to the other provisions of this Agreement. The amount,
      if any, payable in respect of an Early Termination Date shall be
      determined pursuant to Section 6(e).

(d)   Calculations.

      (i) Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable detail,
      such calculations (including all relevant quotations and specifying any
      amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
      written confirmation from the source of a quotation obtained in
      determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of
      such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day that
      notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event of
      Default) and on the day which is two Local Business Days after the day on
      which notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated as a result of a Termination Event)
      Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgement) in
      the Termination Currency, from (and including) the relevant Early
      Termination Date to (but excluding) the date such amount is paid, at the
      Applicable Rate. Such interest will be calculated on the basis of daily
      compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss" and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subjected to Set-off.

      (i) Events of Default If the Early Termination Date results from an Event
      of Default--

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sums of the Settlement Amount (determined by the Non-defaulting
            party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid amounts owing to the
            Non-defaulting Party over (B) the Termination Currency of the Unpaid
            Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a positive
            number, the Non-defaulting Party's Loss in respect of this
            Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the

                                                                   ISDA (R) 1992


                                       9
<PAGE>

            Non-defaulting Party) in respect of the Termination Transactions and
            the Termination Currency Equivalent of the Unpaid Amounts owing to
            the Non-defaulting Party less (B) the Termination Currency
            Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
            that amount is a positive number, the Defaulting Party will pay to
            the Non-defaulting Party; if it is a negative number, the
            Non-defaulting Party will pay the absolute value of that amount to
            the Defaulting Party. (4) Second Method and Loss. If the Second
            Method and Loss apply, an amount will be payable equal to the
            Non-defaulting Party's Loss in respect of this Agreement. If that
            amount is a positive number, the Defaulting Party will pay it to the
            Non-Defaulting Party; if it is negative number, the Non-Defaulting
            Party will pay the absolute value of that amount to the Defaulting
            Party.

      (ii)  Termination Events. If the Early Termination Date results from a
      Termination Event:---

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Marked Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties:--

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (I) the sum of (a)
                  one-half of the difference between the Settlement amount of
                  the party with the higher Settlement amount ("X") and the
                  Settlement amount of the party with the lower Settlement
                  amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (II) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with the
                  lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is negative number, X will pay the absolute value of that amount
            to Y.

      (iii) Adjustment for Bankruptcy In circumstance where an Early Termination
      Date occurs because "Automatic Early Termination" applies in respect of a
      party, the amount determined under this Section 6(e) will be subject to
      such adjustments as are appropriate and permitted by law to reflect any
      payments or deliveries made by one party to the other under this Agreement
      (and retained by such other party) during the period from the relevant
      Early Termination Date to the date for payment determined under Section
      6(d)(ii).

      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
      the loss of protection against future risk and except as otherwise
      provided in this Agreement neither party will be entitled to recover any
      additional damages as a consequence of such losses.

                                                                   ISDA (R) 1992


                                       10
<PAGE>

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by the way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)   a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or salified by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgement or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such currency if such shortfall or such excess arises or result from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgement or order for the purpose of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner in good faith in converting the currency received into
the Contractual Currency, to purchase the Contractual Currency with the amount
of the currency of the judgment or order actually received by such party. The
term "rate of exchange" includes, without limitation, any premiums and costs of
exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)  Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof of being made for any other sums payable in respect of this
Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

                                                                   ISDA (R) 1992


                                       11
<PAGE>

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in respect
      of it) may be executed and delivered in counterparts (including by
      facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall by entered into as soon as practicable
      and may be executed and delivered in counterparts (including by facsimile
      transmission) or be created by and exchange of telexes or by an exchange
      of electronic messages on an electronic messaging system, which in each
      case will be sufficient for all purposes to evidence a binding supplement
      to this Agreement. The parties will specify therein or through another
      effective means that any such counterpart, telex or electronic message
      constitutes a Confirmation.

(f)   No waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other that its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction in entered into.

(b)   Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                   ISDA (R) 1992


                                       12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, cost of collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect to of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see schedule)
and will be deem effective as indicated:--

      (i) if in writing and delivered in person or by courier, on the date it is
      delivered;

      (ii) if sent by telex, on the date the recipient's answerback is received;

      (iii) if sent by facsimile transmission, on the date that transmission is
      received by a responsible employee of the recipient in legible form (it
      being agreed that the burden of proving receipt will be on the sender and
      will not be met by a transmission report generated by the sender's
      facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or the
      equivalent (return receipt requested), on the date that mail is delivered
      or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings related to
this Agreement ("Proceedings"), each party irrevocably:--

      (i) submits to the jurisdiction of English courts, if this Agreement is
      expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United States
      District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
      York; and

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim that
      such Proceedings have been brought in an inconvenient forum and further
      waives the right to object, with respect to such Proceedings, that such
      court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgements Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

                                                                   ISDA (R) 1992


                                       13
<PAGE>

reason any party's Process Agent unable to act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party . The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any manner
permitted by law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim such immunity in any Proceedings.

14.   Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii) on
which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting party, the Non-default
Rate; and

(d) In all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default  Rate"  means a rate per  annum  equal to the  cost  (without  proof or
evidence of any actual  cost) to the relevant  payee (as  certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                   ISDA (R) 1992


                                       14
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Deal" has the meaning specified in Section 5(a) and, if applicable, in
the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" meaning any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
a recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having executed,
delivered performed its obligations or received a payment under, or enforced,
this Agreement or a Credit Support Document).

"law" includes any treaty, law , rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
place(s) specified in the relevant Confirmation or, it not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to 5(a)(v)(2), in the relevant locations for performance with
respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and the party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them.) Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication. If Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotations" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date,

                                                                   ISDA (R) 1992


                                       15
<PAGE>

have been required after that date. For this purpose , Unpaid Amounts in respect
of the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e) and, if each party is
so obligated, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and the lowest
quotations. For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market
Quotation in respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's home or
office.

"Potential Event of Default" means any event which, the giving of notice or the
lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or make an
extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

                                                                   ISDA (R) 1992


                                       16
<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or other wise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or taxing authority in respect of any payment under
this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5 (b).

"Terminated Transaction"means with respect to any Early Termination Date (a) if
resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Terminated Currency" has the meaning specified in the Schedule.

"Terminated Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obligated to make a determination under Section 6(e), be selected
in good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means a Illegality, a Tax Event or Tax Event Upon Merger or,
if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the amount
that became payable (or that would become payable but for Section 2(a)(iii)) to
such party under Section 2(a)(i) on or prior to such Early Termination Date and
which remain unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to
such party on or prior to such Early Termination Date and which has not been so
settled as at such Early Termination Date, an amount equal to the fair market

                                                                   ISDA (R) 1992


                                       17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obligated, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

YASUDA BANK & TRUST COMPANY
(U.S.A.)  as trustee for CITIBANK
CREDIT CARD MASTER TRUST I                CITIBANK (SOUTH DAKOTA), N.A.
                                          

By:/s/ Anthony A. Bocchino                By:/s/ Eugene D. Rowenhorst
   --------------------------                ----------------------------
     Anthony A. Bocchino                       Eugene D. Rowenhorst
     Vice President                            Senior Vice President
     February 20, 1997                         February 20, 1997


                                                                   ISDA (R) 1992


                                       18


<PAGE>

                              Class A Certificates


                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                          dated as of February 20, 1997

                                     between

                     YASUDA BANK AND TRUST COMPANY (U.S.A.)
                         as trustee (the "Trustee") for
                CITIBANK CREDIT CARD MASTER TRUST I (the "Trust")
                                       and
                 CITIBANK (SOUTH DAKOTA), N.A. ("Counterparty").


Part 1.  Termination Provisions.

(a)  "Specified Entity" means in relation to the Trust for the purpose of:

     Section 5(a)(v),    None
     Section 5(a)(vi),   None
     Section 5(a)(vii),  None
     Section 5(b)(iv),   None

     and in  relation to Counterparty for the purpose of:

     Section 5(a)(v),    None
     Section 5(a)(vi),   None
     Section 5(a)(vii),  None
     Section 5(b)(iv),   None

(b)  "Specified Transaction" will have the meaning specified in Section 14.

(c)  "Events of Default". The following Events of Default will not apply to the
     Trust or any Credit Support Provider of the Trust and the definition of
     "Event of Default" in Section 14 is deemed to be modified accordingly:

     Section 5(a)(ii), (Breach of Agreement)
     Section 5(a)(iii), (Credit Support Default)
     Section 5(a)(iv), (Misrepresentation)
     Section 5(a)(v), (Default under Specified Transaction)
     Section 5(a)(vi), (Cross Default)
     Section 5(a)(vii), (Bankruptcy)


<PAGE>
                                                                               2


(d)  "Termination Events". The following Termination Events, to the extent
     Counterparty would have been the Affected Party or Burdened Party, as the
     case may be, will not apply and the definition of "Termination Event" in
     Section 14 is deemed to be modified accordingly:

     Section 5(b)(ii), (Tax Event)
     Section 5(b)(iii), (Tax Event Upon Merger)
     Section 5(b)(iv), (Credit Event Upon Merger)

(e)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to the Trust or Counterparty.

(f)  Payments on Early Termination. Notwithstanding any provision to the
     contrary in this Agreement, upon the occurrence of an Early Termination
     Date in respect of one or more outstanding Transactions:

          (i) the provisions of Sections 6(d)(i) (to the extent they relate to
          obtaining Market Quotations) and 6(e)(i), (ii) and (iv) shall not
          apply;

          (ii) each reference in this Agreement to an amount calculated as being
          due in respect of any Early Termination Date under Section 6(e) shall
          be deemed to refer to an amount calculated in accordance with Part
          1(f)(iii) of this Schedule;

          (iii) the amount payable in respect of such Early Termination Date
          will be the amount (determined by the Calculation Agent and netted in
          accordance with Section 2(c)) that is the sum of the Termination
          Currency Equivalent of (1) all Unpaid Amounts in respect of the
          Terminated Transactions, (2) all amounts that would be payable if such
          Early Termination Date were the next Scheduled Payment Date in respect
          of each Terminated Transaction, and (3) each other amount calculated
          as being due pursuant to the Confirmation for each Terminated
          Transaction; and

          (iv) the amount determined in accordance with paragraph (iii) above
          will be paid by the relevant party on the day that, but for the
          declaration of such Early Termination Date, would have been the next
          Payment Date in respect of the Terminated Transactions.


<PAGE>
                                                                               3


(g)  "Termination Currency" means United States Dollars.

(h)  "Transfer to Avoid Termination Event". Section 6(b)(ii) is hereby amended
     by adding at the end thereof before the period in the third paragraph the
     following condition:

          "and the prior written confirmation from each Rating Agency that the
          then-current ratings of the obligations represented by the
          Certificates will not be negatively affected by such transfer".

(i)  Additional Termination Event will apply. An additional Termination Event
     shall occur if an Early Termination Date is designated in respect of any
     Transaction entered into pursuant to the Master Agreement dated as of the
     date hereof and headed "Class A Certificates" (the "Citibank (Nevada)
     Master Agreement") between Citibank (Nevada), National Association
     ("Citibank (Nevada)") and the Trustee as trustee on behalf of the Trust.
     For the purposes of the foregoing Termination Event, each party hereto
     shall be an Affected Party.

(j)  The Trust's Ability to Terminate. Notwithstanding any other provision of
     this Agreement, the Trust may, in its sole discretion, designate an Early
     Termination Date (provided that such date is a Scheduled Payment Date and
     that the Trust gives effect to all payments due on such date) in respect of
     all outstanding Transactions upon at least five days prior notice to the
     Counterparty; provided, however, that the Trust may not make such
     designation unless it has received the prior approval of the Rating Agency.
     All outstanding Transactions terminated pursuant to the foregoing provision
     shall constitute Terminated Transactions.

Part 2.  Tax Representations.

(a)  Payer Representations. For the purpose of Section 3(e), each of the Trust
     and Counterparty represents that it is not required by any applicable law,
     as modified by the practice of any relevant governmental revenue authority,
     of any Relevant Jurisdiction to make any deduction or withholding for or on
     account of any Tax from any payment (other than interest under Section
     2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this
     Agreement. In making this representation, it may rely on (i) the accuracy
     of any


<PAGE>
                                                                               4


     representation made by the other party pursuant to Section 3(f), (ii) the
     satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) and
     the accuracy and effectiveness of any document provided by the other party
     pursuant to Section 4(a)(i) or 4(a)(iii) and (iii) the satisfaction of the
     agreement of the other party contained in Section 4(d), provided that it
     shall not be a breach of this representation where reliance is placed on
     clause (ii) and the other party does not deliver a form or document under
     Section 4(a)(iii) by reason of material prejudice to its legal or
     commercial position.

(b)  Payee Representations.

          (i) Trust Representation. For the purpose of Section 3(f), the Trust
          makes no representations.

          (ii) Counterparty Representation. For the purpose of Section 3(f),
          Counterparty makes no representations.

Part 3.  Agreement to Deliver Documents.

For the purpose of Sections 4(a)(i) and (ii):

(a)  Tax forms, documents or certificates to be delivered are:

          Each party agrees to complete, accurately and in a manner reasonably
          satisfactory to the other party, and to execute, arrange for any
          required certification of, and deliver to the other party (or to such
          government or taxing authority as the other party reasonably directs),
          any form or document that may be required or reasonably requested in
          order to allow the other party to make a payment under this Agreement
          without any deduction or withholding for or on account of any Tax or
          with such deduction or withholding at a reduced rate, promptly upon
          the earlier of (i) reasonable demand by the other party and (ii)
          learning that the form or document is required.


<PAGE>
                                                                               5


(b) Other documents to be delivered are:

PARTY        FORM/DOCUMENT/          DATE BY           COVERED
REQUIRED     CERTIFICATE             WHICH             BY
TO DELIVER                           TO BE             SECTION
DOCUMENT                             DELIVERED         3(D)
                                                       REPRESENTATION

Trust and    Certified copies        Upon              Yes
Counterparty of all                  execution of
             documents               this
             evidencing              Agreement.
             necessary
             corporate and
             other
             authorizations
             and approvals
             with respect to
             the execution,
             delivery and
             performance by
             the party of
             this Agreement,
             each
             Confirmation
             and any
             applicable
             Credit Support
             Document.

Trust and    A certificate of        Upon              Yes
Counterparty an authorized           execution of
             officer of the          this
             party certifying        Agreement.
             the names, true
             signatures and
             authority of the
             officers of the
             party signing
             this Agreement
             and any
             applicable
             Credit Support
             Document.

Counterparty Legal opinion in        Upon              No.
             a form                  execution of
             reasonably              this
             acceptable to           Agreement.
             the Trustee,
             relating to the
             enforceability
             of
             Counterparty's
             obligations
             under this
             Agreement.


Part 4.  Miscellaneous.

(a) Addresses for Notices. For the purpose of Section 12(a):

          Address for notices or communications to the Trustee or the Trust:

          Address:       666 Fifth Avenue, Suite 802,
                            New York, New York 10103
          Attention:     Corporate Trust Department
          Fax No.:       (212) 373-5998
          Telephone No.: (212) 373-5918

          Address for notices or communications to Counterparty:

          Address:       701 East 60th Street, North
                         Sioux Falls, SD 57117
          Attention:     General Counsel
          Fax No.:       (605) 331-4442 or 7232
          Telephone No.: (605) 331-1567


<PAGE>
                                                                               6


(b)  Process Agent. For the purpose of Section 13(c), the Trust appoints the
     Trustee as its Process Agent.

(c)  Offices. The provisions of Section 10(a) will apply to the Trust and
     Counterparty.

(d)  Multibranch Party. For the purpose of Section 10(c), the Trust is not a
     Multibranch Party, and Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Trustee, on behalf of the Trust, will be the
     Calculation Agent (it being understood that the Trustee has appointed the
     Servicer under the Pooling and Servicing Agreement to perform the duties of
     Calculation Agent hereunder).

(f)  Credit Support Document and Credit Support Provider. None.

(g)  GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
     ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
     REFERENCE TO ITS CHOICE OF LAW DOCTRINE.

(h)  "Affiliate" will have the meaning specified in Section 14.

Part 5.   Other Provisions.

(a)  Tax Treatment. For purposes of Federal income taxes, the parties agree (to
     the extent permitted by applicable law) to treat this Agreement as being
     entered into between Counterparty, on the one hand, and Citibank (South
     Dakota), N.A. ("Citibank (South Dakota)") and Citibank (Nevada), on the
     other hand; provided that Counterparty's compliance with the terms of this
     Agreement and any Confirmation shall not be deemed to violate this
     provision.

(b)  Definitions. The applicability of the 1991 ISDA Definitions, the 1992 ISDA
     Municipal Counterparty Definitions and the 1992 ISDA FX and Currency Option
     Definitions to any Transaction shall be specified in the Confirmation for
     such Transaction.

(c)  Waiver of Jury Trial. The following paragraph shall be added to this
     Agreement as a new Section 15:


<PAGE>
                                                                               7


          "15. Jury Trial. Each party hereby waives its respective right to jury
          trial with respect to any litigation arising under, or in connection
          with, this Agreement or any Transaction."

(d)  Waiver of Setoff. Notwithstanding any provision of this Agreement or any
     other existing or future agreement, each of Counterparty and the Trust
     irrevocably waives any and all rights it may have to set off, net, recoup
     or otherwise withhold or suspend or condition payment or performance of any
     obligation between the Trust and Counterparty hereunder against any
     obligations between the Trust and Counterparty under any other agreements
     or otherwise.

(e)  Consent to Recording. Each party consents to the monitoring or recording,
     at any time and from time to time, by the other party of any and all
     communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording and agrees to notify its
     officers and employees of such monitoring or recording.

(f)  No Personal Liability. The obligations of the Trust under this Agreement
     are not personal obligations of the Trustee and, as a result, the Trustee
     will have no personal liability for any amounts required to be paid by the
     Trust under this Agreement.

(g)  No Petition. Counterparty hereby agrees that it will not, prior to the date
     which is one year and one day after the date on which all certificates or
     securities issued by the Trust have been paid in full, acquiesce, petition
     or otherwise invoke or cause the Trust to invoke the process of any
     governmental authority for the purpose of commencing or sustaining a case
     against the Trust under any Federal or state bankruptcy, insolvency or
     similar law or appointing a receiver, liquidator, assignee, trustee,
     custodian, sequestrator or other similar official of the Trust or any
     substantial part of its property or ordering the winding-up or liquidation
     of the Trust.

(h)  Amendment. No amendment, modification or waiver in respect of this
     Agreement will be effective unless (a) it is made in accordance with
     Section 9(b) and (b) each Rating Agency shall have notified Counterparty


<PAGE>
                                                                               8


     and the Trustee that such amendment, modification or waiver will not result
     in a reduction or withdrawal of the rating of the obligations represented
     by any Certificates.

(i)  Capitalized Terms. Capitalized terms not otherwise defined herein shall,
     where used herein or in any Confirmation, have the meanings assigned to
     them in the Pooling and Servicing Agreement (the "Pooling and Servicing
     Agreement") dated as of May 29, 1991 between Citibank (Nevada) as Seller,
     Citibank (South Dakota) as Seller and Servicer, and the Trustee as trustee,
     as supplemented by the Series 1997-4 supplement thereto dated as of
     February 20, 1997 (the "Supplement").


<PAGE>


Please confirm your agreement to the terms of the foregoing Schedule by signing
below.


YASUDA BANK AND TRUST         CITIBANK (SOUTH DAKOTA), N.A.
  COMPANY (U.S.A.),
as trustee for CITIBANK
CREDIT CARD MASTER TRUST I


By:/s/ Anthony A. Bocchino                By:/s/ Eugene D. Rowenhorst
   --------------------------                ----------------------------
     Anthony A. Bocchino                       Eugene D. Rowenhorst
     Vice President                            Senior Vice President
     February 20, 1997                         February 20, 1997


<PAGE>

                    Class A Certificates


                        CONFIRMATION


To:     Yasuda Bank and Trust Company (U.S.A.), as Trustee (the "Trustee"), on
        behalf of Citibank Credit Card Master Trust I (the "Trust")

From:   Citibank (South Dakota), N.A.
        ("Counterparty")

Date:   February 20, 1997


     The purpose of this letter agreement is to set forth the terms and
conditions of the Swap Transaction entered into between us on the Trade Date
specified below (the "Swap Transaction"). This letter constitutes a
"Confirmation" as referred to in the Master Agreement specified below.

     1. This Confirmation supplements, forms a part of, and is subject to, the
Master Agreement (including the Schedule thereto) dated as of February 20, 1997
headed "Class A Certificates" (the "Master Agreement") between you and us. All
provisions contained or incorporated by reference in the Master Agreement shall
govern this Confirmation except as expressly modified below.

     The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.

     This Confirmation will be governed by and construed in accordance with the
laws of the State of New York, without reference to choice of law doctrine.

     2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:

Transaction Type:                Rate Swap Transaction

Notional Amount:                 With respect to each Calculation
                                 Period, 36.26% of


<PAGE>
                                                                               2


                                the outstanding principal amount of the Class A
                                Certificates as of the first day of such
                                Calculation Period (after giving effect to any
                                distribution of principal to Class A
                                Certificateholders on such day)

Trade Date:                      February 20, 1997

Effective Date:                  February 20, 1997

Termination Date:                The earlier of (a) the
                                 Termination Date (as defined in
                                 the Supplement) and (b) the
                                 Distribution Date on which the
                                 Class A Invested Amount is
                                 reduced to zero

Fixed Amounts:

     Fixed Rate Payer:           Trust


     Fixed Rate Payer Payment
     Date-
     Early Payment:              One Business Day

     Fixed Rate Payer
     Period End Date:            Each Distribution Date

     Fixed Amount:               (a) With respect to the first
                                 Payment Date, $1,028,333.60 and
                                 (b) at all other times,
                                 one-twelfth of the product of
                                 6.8064% and the Notional Amount

Floating Amounts:

     Floating Rate
     Payer:                      Counterparty

     Calculation Dates:          The first day of each
                                 Calculation Period


<PAGE>
                                                                               3


     Floating Rate Payer
     Payment Date:               Each Fixed Rate Payer Payment
                                      Date

     Floating Rate Payer
     Period End Date:            Each Fixed Rate Payer Period End
                                      Date

     Floating Rate
     Option:                     USD-LIBOR-BBA

     Designated Maturity:        (a) Following the occurrence of
                                 an Amortization Event, one
                                 month, and (b) at all other
                                 times, three months

     Spread:                     Plus 0.115%, provided that the
                                 per annum rate (Floating Rate
                                 plus Spread) for the first four
                                 Calculation Periods shall be
                                 5.60744%

     Floating Rate Day
     Count Fraction:             Actual/360

     Reset Dates:                Each Class A Payment Date

     Business Days:              New York, Nevada and South Dakota

     Business Day                Following
     Convention:


          3.  Account Details.

     Payments to the
     Trust:                      Citibank, N.A.
                                 Corporate Trust
                                 ABA:  021000089
                                 Ref:  CCIMT 97-4
                                 Attention:  Jenny Cheng
                                 A/C:  102786

     Payments to
     Counterparty:               Citibank (South Dakota), N.A.
                                 ABA:  091409571
                                 Ref:  CCIMT 97-4 Swap


<PAGE>
                                                                               4


        Each amount payable with respect to this Swap Transaction shall be paid
        by 12:00 p.m., New York City time, on the relevant Payment Date.

        4. Counterparty Downgrade. If (i) the unsecured, unguaranteed,
short-term debt rating of Counterparty is reduced below A-1+ or withdrawn by
Standard & Poor's Rating Services ("Standard & Poor's") or (ii) the unsecured,
unguaranteed long-term debt rating of Counterparty is reduced below Aa3 or
withdrawn by Moody's Investors Service, Inc. ("Moody's"), Counterparty shall
promptly notify the Trustee (and any permitted assignee or transferee of the
Trustee) of such event, and shall, within 30 days of the date of occurrence of
such event, with the prior written confirmation of each Rating Agency that such
arrangement will not result in the reduction or withdrawal of the then-current
rating of any Certificates, either:

                (a) transfer, solely at its cost or benefit, as the case may be,
        its rights and obligations pursuant to this Swap Transaction to another
        counterparty with an unsecured, unguaranteed, short-term debt rating
        from Standard & Poor's of no lower than A-1+ and an unsecured,
        unguaranteed long-term debt rating from Moody's of no lower than Aa3 (or
        effect the same economic result by agreeing to terminate this Swap
        Transaction and arranging for such a counterparty to enter into a
        replacement transaction with the Trust on terms substantially the same
        as those contained herein); or

                (b) if Counterparty, using its best efforts, is unable to find
        such a counterparty willing to accept such a transfer (or enter into
        such replacement transaction), enter into any other arrangement
        satisfactory to Counterparty, the Trustee, the Servicer, and the Rating
        Agencies.

                The failure of Counterparty to satisfy its obligations under
        this Clause 4 shall not, in and of itself, give rise to any Event of
        Default or otherwise be the basis for the designation of an Early
        Termination Event.


<PAGE>


        Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.


                              Very truly yours,

                              CITIBANK (SOUTH DAKOTA), N.A.

                              by /s/ Eugene D. Rowenhorst
                                 ------------------------
                                   Eugene D. Rowenhorst
                                   Senior Vice President


Accepted and confirmed as of
the date first above written:

YASUDA BANK AND TRUST COMPANY
(U.S.A.), as Trustee on behalf of
CITIBANK CREDIT CARD MASTER
TRUST I,

  by /s/ Anthony A. Bocchino
     -----------------------
         Anthony A. Bocchino
         Vice President


<PAGE>

(Multicurrency--Cross Border)

                                     ISDA(R)
               International Swaps & Derivatives Association, Inc.

                                MASTER AGREEMENT

                          dated as of February 20, 1997

YASUDA BANK & TRUST COMPANY
(U.S.A.) as trustee for CITIBANK
CREDIT CARD MASTER TRUST I        and   CITIBANK (NEVADA), NATIONAL ASSOCIATION
---------------------------------     ----------------------------------------

have entered and/or anticipate  entering into one or more  transactions  (each a
"Transaction")  that are or will be  governed by this  Master  Agreement,  which
includes the schedule (the  "Schedule")  and the documents and other  confirming
evidence (each a "Confirmation")  exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.    Interpretation

(a)   Definition. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)   Inconsistency.  In the event of any inconsistency  between the 
provisions of the Schedule and the other  provisions  of this Master  Agreement,
the  Schedule  will  prevail.  In the  event of any  inconsistency  between  the
provisions  of  any  Confirmation  and  this  Master  Agreement  (including  the
Schedule),  such  Confirmation  will  prevail  for the  purpose of the  relevant
Transaction.

(c)   Single Agreement.  All Transactions are entered into in reliance on the
fact that this Master  Agreement and all  Confirmations  form a single agreement
between the parties  (collectively  referred  to as this  "Agreement"),  and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a)   General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for value
      on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than by
      payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
      the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
      Default with respect to the other party has occurred and is continuing,
      (2) the condition precedent that no Early Termination Date in respect of
      the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.


        Copyright(C)1992 by International Swaps & Derivatives Association, Inc.

<PAGE>

(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable:--

      (i)  in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that the subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transaction from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i) Gross-up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified by
      the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d) promptly upon the earlier of determining that such
            deduction or withholding is required or receiving notice that such
            amount have been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified copy),
            or other documentation reasonable acceptable to Y, evidencing such
            payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay Y, in addition to the
            payment to which Y is otherwise entitled under this Agreement, such
            additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deducting or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that is would not be required to be paid but for:-

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (1) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.

                                                                   ISDA (R) 1992

                                       2
<PAGE>

            (ii) Liability. If:--

                  (1) X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X would
                  not be required to pay an additional amount to Y under Section
                  2(d)(i)(4);

                  (2) X does not so deduct or withhold; and

                  (3) a liability resulting from such Tax is assessed directly
                  against X,

            then, except to the extent Y has satisfied or then satisfies the
            liability resulting from such Tax, Y will promptly pay to X the
            amount of such liability (including any related liability for
            interest, but including any related liability for penalties only if
            Y has failed to comply with or perform any agreement contained in
            Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:-

(a)   Basic Representations.

      (i) Status. It is duly organized and validly existing under the laws of
      the jurisdiction of its organization or incorporation and, if relevant
      under such laws, in good standing;

      (ii) Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to perform
      its obligations under this Agreement and any obligations it has under any
      Credit Support Document to which it is a party and has taken all necessary
      action to authorise such execution, delivery and performance;

      (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision of
      its constitutional documents, any order or judgment of any court or other
      agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in full
      force and effect and all conditions of any such consents have been
      complied with; and

      (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal, valid
      and binding obligations, enforceable in accordance with their respective
      terms (subject to applicable bankruptcy, reorganization, insolvency,
      moratorium or similar laws affecting creditors' rights generally and
      subject, as to enforceability, to equitable principles of general
      application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

                                                                   ISDA (R) 1992


                                       3
<PAGE>

(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:---

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:---

      (i) any forms, documents or certificates relating to taxation specified in
      the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to allow
      such other party or its Credit Support Provider to make a payment under
      this Agreement or any applicable Credit Support Document without any
      deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
      demand), with any such form or document to be accurate and completed in a
      manner reasonably satisfactory to such other party and to be executed and
      to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                                                   ISDA (R) 1992


                                       4
<PAGE>

organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:---

      (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      required to be made by it if such failure is not remedied on or before the
      third Local Business Day after notice of such failure is given to the
      party;

      (ii) Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any payment
      under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
      notice of a Termination Event or any agreement or obligation under Section
      4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
      in accordance with this Agreement if such failure is not remedied on or
      before the thirtieth day after notice of such failure is given to the
      party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document or
            the failing or ceasing of such Credit Support Document to be in full
            force and effect for the purpose of this Agreement (in either case
            other than in accordance with its terms) prior to the satisfaction
            of all obligations of such party under each Transaction to which
            such Credit Support Document relates without the written consent of
            the other party; or

            (3) the party or such Credit Support Provider disaffirms, disclaims,
            repudiates or rejects, in whole or in part, or challenges the
            validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made or
      repeated by the party or any Credit Support Provider of such party in this
      Agreement or any Credit Support Document proves to have been incorrect or
      misleading in any material respect when made or repeated or deemed to have
      been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to any
      applicable notice requirement or grace period, there occurs a liquidation
      of, an acceleration of obligations under, or an early termination of, that
      Specified Transaction, (2) defaults, after giving effect to any applicable
      notice requirement or grace period, in making any payment or delivery due
      on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at
      least three Local Business Days if there is no applicable notice
      requirement or grace period) or (3) disaffirm, disclaims, repudiates or
      rejects, in whole or in part, a Specified Transaction (or such action is
      taken by any person or entity appointed or empowered to operate it or act
      on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default, event
      of default or other similar condition or event (however

                                                                   ISDA (R) 1992


                                       5
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule) which
      has resulted in such Specified Indebtedness becoming, or becoming capable
      at such time of being declared, due and payable under such agreement or
      instruments, before it would otherwise have been due and payable or (2) a
      default by such party, such Credit Support Provider or such Specified
      Entity (individually or collectively) in making one or more payments on
      the due date thereof in an aggregate amount of not less than the
      applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party:---

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its
            winding-up, official management or liquidation (other than pursuant
            to a consolidation, amalgamation or merger); (6) seeks or becomes
            subject to the appointment of an administrator, provisional
            liquidator, conservator, receiver, trustee, custodian or other
            similar official for it or for all or substantially all its assets;
            (7) has a secured party take possession of all or substantially all
            its assets or has a distress, execution, attachment, sequestration
            or other legal process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged, stayed
            or restrained, in each case within 30 days thereafter; (8) causes or
            is subject to any event with respect to it which, under the
            applicable laws of any jurisdiction, has an analogous effect to any
            of the events specified in clauses (1) to (7) (inclusive); or (9)
            takes any action in furtherance of, or indicating its consent to,
            approval of, or acquiescence in, any of the foregoing acts; or

      (viii) Merger Without Assumption. The party or any Credit Support Provider
      of such party consolidates or amalgamates with, or merges with or into, or
      transfers all or substantially all its assets to, another entity and, at
      the time of such consolidation, amalgamation, merger or transfer:---

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event 

                                                                   ISDA (R) 1992


                                       6
<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:---

      (i) Illegality. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party):---

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

      (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action is
      taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
      required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
      than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger The party (the "Burdened Party") on the next
      succeeding Scheduled Payment Date will either (1) be required to pay an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount has been deducted or
      withheld for or on account of any Indemnifiable Tax in respect to which
      the other party is not required to pay an additional amount (other than by
      reason of Section 2(d)(i)4(A)or (B)), in either case as a result of a
      party consolidating or amalgamating with, or merging with or into, or
      transferring all or substantially all its assets to, an other entity
      (which will be the Affected Party) where such action does not constitute
      an event described in Section 5(a)(viii);

      (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
      in the Schedule as applying to the party, such party ("X"), any Credit
      Support Provider of X or any applicable Specified Entity of X consolidates
      or amalgamates with or merges with or into, or transfers all or
      substantially all its assets to, another entity and such action does not
      constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or

      (v) Additional Termination Event. If any "Additional Termination Event" is
      specified in the Schedule or any Confirmation as applying, the occurrence
      of such event (and, in such event, the Affected Party or Affected Parties
      shall be as specified for such Additional Termination Event in the
      Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

                                                                   ISDA (R) 1992


                                       7
<PAGE>

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the Defaulting Party") has occurred and is then
continuing, the other party (the "Non-defaulting Party") may, by not more than
20 days notice to the Defaulting Party specifying the relevant Event of Default,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying the
      nature of that Termination Event and each Affected Transaction and will
      also give such other information about that Termination Event as the other
      party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
      Affected Party, the Affected Party will, as a condition to its right to
      designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under section 6(b)(i) all its rights and obligations
      under this Agreement in respect of the Affected Transactions to another of
      its Offices or Affiliates so that such Termination Event ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days after
      the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
      Tax Event occurs and there are two Affected Parties, each party will use
      all reasonable efforts to reach agreement within 30 days after notice
      thereof is given under Section 6(b)(i) on action to avoid that Termination
      Event.

      (iv) Right to Terminate. If:--

            (1) a transfer under Section 6(b)(ii) or an agreement under Section
            6(b)(iii), as the case may be, has not been effected with respect to
            all Affected Transactions within 30 days after an Affected Party
            gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected Party,

      either party in the case of an Illegality, the Burdened Party in the case
      of a Tax Event Upon Merger, an Affected Party in the case of a Tax Event
      or an Additional Termination Event if there is more than one Affected
      Party, or the party which is not the Affected Party in the case of a
      Credit Event Upon Merger or an Additional Termination Event if there is
      only one Affected Party may, by not more than 20 days notice to the other
      party and provided that the relevant Termination Event is then

                                                                   ISDA (R) 1992


                                       8
<PAGE>

      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i) If notice designating an Early Termination Date is given under Section
      6(a) or (b), the Early Termination Date will occur on the date so
      designated, whether or not the relevant Event of Default or Termination
      Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early Termination
      Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
      respect of the Terminated Transactions will be required to be made, but
      without prejudice to the other provisions of this Agreement. The amount,
      if any, payable in respect of an Early Termination Date shall be
      determined pursuant to Section 6(e).

(d)   Calculations.

      (i) Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable detail,
      such calculations (including all relevant quotations and specifying any
      amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
      written confirmation from the source of a quotation obtained in
      determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of
      such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day that
      notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event of
      Default) and on the day which is two Local Business Days after the day on
      which notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated as a result of a Termination Event)
      Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgement) in
      the Termination Currency, from (and including) the relevant Early
      Termination Date to (but excluding) the date such amount is paid, at the
      Applicable Rate. Such interest will be calculated on the basis of daily
      compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss" and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subjected to Set-off.

      (i) Events of Default If the Early Termination Date results from an Event
      of Default--

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sums of the Settlement Amount (determined by the Non-defaulting
            party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid amounts owing to the
            Non-defaulting Party over (B) the Termination Currency of the Unpaid
            Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a positive
            number, the Non-defaulting Party's Loss in respect of this
            Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the

                                                                   ISDA (R) 1992


                                       9
<PAGE>

            Non-defaulting Party) in respect of the Termination Transactions and
            the Termination Currency Equivalent of the Unpaid Amounts owing to
            the Non-defaulting Party less (B) the Termination Currency
            Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
            that amount is a positive number, the Defaulting Party will pay to
            the Non-defaulting Party; if it is a negative number, the
            Non-defaulting Party will pay the absolute value of that amount to
            the Defaulting Party. (4) Second Method and Loss. If the Second
            Method and Loss apply, an amount will be payable equal to the
            Non-defaulting Party's Loss in respect of this Agreement. If that
            amount is a positive number, the Defaulting Party will pay it to the
            Non-Defaulting Party; if it is negative number, the Non-Defaulting
            Party will pay the absolute value of that amount to the Defaulting
            Party.

      (ii)  Termination Events. If the Early Termination Date results from a
      Termination Event:---

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Marked Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties:--

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (I) the sum of (a)
                  one-half of the difference between the Settlement amount of
                  the party with the higher Settlement amount ("X") and the
                  Settlement amount of the party with the lower Settlement
                  amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (II) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with the
                  lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is negative number, X will pay the absolute value of that amount
            to Y.

      (iii) Adjustment for Bankruptcy In circumstance where an Early Termination
      Date occurs because "Automatic Early Termination" applies in respect of a
      party, the amount determined under this Section 6(e) will be subject to
      such adjustments as are appropriate and permitted by law to reflect any
      payments or deliveries made by one party to the other under this Agreement
      (and retained by such other party) during the period from the relevant
      Early Termination Date to the date for payment determined under Section
      6(d)(ii).

      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
      the loss of protection against future risk and except as otherwise
      provided in this Agreement neither party will be entitled to recover any
      additional damages as a consequence of such losses.

                                                                   ISDA (R) 1992


                                       10
<PAGE>

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by the way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)   a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or salified by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgement or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such currency if such shortfall or such excess arises or result from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgement or order for the purpose of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner in good faith in converting the currency received into
the Contractual Currency, to purchase the Contractual Currency with the amount
of the currency of the judgment or order actually received by such party. The
term "rate of exchange" includes, without limitation, any premiums and costs of
exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)  Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof of being made for any other sums payable in respect of this
Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

                                                                   ISDA (R) 1992


                                       11
<PAGE>

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in respect
      of it) may be executed and delivered in counterparts (including by
      facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall by entered into as soon as practicable
      and may be executed and delivered in counterparts (including by facsimile
      transmission) or be created by and exchange of telexes or by an exchange
      of electronic messages on an electronic messaging system, which in each
      case will be sufficient for all purposes to evidence a binding supplement
      to this Agreement. The parties will specify therein or through another
      effective means that any such counterpart, telex or electronic message
      constitutes a Confirmation.

(f)   No waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other that its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction in entered into.

(b)   Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                   ISDA (R) 1992


                                       12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, cost of collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect to of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see schedule)
and will be deem effective as indicated:--

      (i) if in writing and delivered in person or by courier, on the date it is
      delivered;

      (ii) if sent by telex, on the date the recipient's answerback is received;

      (iii) if sent by facsimile transmission, on the date that transmission is
      received by a responsible employee of the recipient in legible form (it
      being agreed that the burden of proving receipt will be on the sender and
      will not be met by a transmission report generated by the sender's
      facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or the
      equivalent (return receipt requested), on the date that mail is delivered
      or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings related to
this Agreement ("Proceedings"), each party irrevocably:--

      (i) submits to the jurisdiction of English courts, if this Agreement is
      expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United States
      District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
      York; and

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim that
      such Proceedings have been brought in an inconvenient forum and further
      waives the right to object, with respect to such Proceedings, that such
      court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgements Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

                                                                   ISDA (R) 1992


                                       13
<PAGE>

reason any party's Process Agent unable to act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party . The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any manner
permitted by law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim such immunity in any Proceedings.

14.   Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii) on
which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting party, the Non-default
Rate; and

(d) In all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default  Rate"  means a rate per  annum  equal to the  cost  (without  proof or
evidence of any actual  cost) to the relevant  payee (as  certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                   ISDA (R) 1992


                                       14
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Deal" has the meaning specified in Section 5(a) and, if applicable, in
the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" meaning any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
a recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having executed,
delivered performed its obligations or received a payment under, or enforced,
this Agreement or a Credit Support Document).

"law" includes any treaty, law , rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
place(s) specified in the relevant Confirmation or, it not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to 5(a)(v)(2), in the relevant locations for performance with
respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and the party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them.) Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication. If Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotations" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date,

                                                                   ISDA (R) 1992


                                       15
<PAGE>

have been required after that date. For this purpose , Unpaid Amounts in respect
of the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e) and, if each party is
so obligated, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and the lowest
quotations. For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market
Quotation in respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's home or
office.

"Potential Event of Default" means any event which, the giving of notice or the
lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or make an
extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

                                                                   ISDA (R) 1992


                                       16
<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or other wise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or taxing authority in respect of any payment under
this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5 (b).

"Terminated Transaction"means with respect to any Early Termination Date (a) if
resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Terminated Currency" has the meaning specified in the Schedule.

"Terminated Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obligated to make a determination under Section 6(e), be selected
in good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means a Illegality, a Tax Event or Tax Event Upon Merger or,
if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the amount
that became payable (or that would become payable but for Section 2(a)(iii)) to
such party under Section 2(a)(i) on or prior to such Early Termination Date and
which remain unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to
such party on or prior to such Early Termination Date and which has not been so
settled as at such Early Termination Date, an amount equal to the fair market

                                                                   ISDA (R) 1992


                                       17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obligated, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

YASUDA BANK & TRUST COMPANY
(U.S.A.)  as trustee for CITIBANK
CREDIT CARD MASTER TRUST I               CITIBANK (NEVADA), NATIONAL ASSOCIATION
                                          

By:/s/ Anthony A. Bocchino                By:/s/ Robert G. Boyt
   --------------------------                ----------------------------
     Anthony A. Bocchino                       Robert G. Boyt
     Vice President                            Vice President
     February 20, 1997                         February 20, 1997


                                                                   ISDA (R) 1992


                                       18


<PAGE>

                              Class A Certificates





                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                          dated as of February 20, 1997

                                     between

                     YASUDA BANK AND TRUST COMPANY (U.S.A.)
                         as trustee (the "Trustee") for
                CITIBANK CREDIT CARD MASTER TRUST I (the "Trust")
                                       and
            CITIBANK (NEVADA), NATIONAL ASSOCIATION ("Counterparty").


Part 1.  Termination Provisions.

(a)      "Specified Entity" means in relation to the Trust for the purpose of:

         Section 5(a)(v),  None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

         and in  relation to Counterparty for the purpose of:

         Section 5(a)(v),  None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

(b) "Specified Transaction" will have the meaning specified in Section 14.

(c)  "Events of Default". The following Events of Default will not apply to the
     Trust or any Credit Support Provider of the Trust and the definition of
     "Event of Default" in Section 14 is deemed to be modified accordingly:

         Section 5(a)(ii), (Breach of Agreement)
         Section 5(a)(iii), (Credit Support Default)
         Section 5(a)(iv), (Misrepresentation)
         Section 5(a)(v), (Default under Specified Transaction)
         Section 5(a)(vi), (Cross Default)
         Section 5(a)(vii), (Bankruptcy)


<PAGE>
                                                                               2


(d)  "Termination Events". The following Termination Events, to the extent
     Counterparty would have been the Affected Party or the Burdened Party, as
     the case may be, will not apply and the definition of "Termination Event"
     in Section 14 is deemed to be modified accordingly:

         Section 5(b)(ii), (Tax Event)
         Section 5(b)(iii), (Tax Event Upon Merger)
         Section 5(b)(iv), (Credit Event Upon Merger)

(e)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to the Trust or Counterparty.

(f)  Payments on Early Termination. Notwithstanding any provision to the
     contrary in this Agreement, upon the occurrence of an Early Termination
     Date in respect of one or more outstanding Transactions:

          (i) the provisions of Sections 6(d)(i) (to the extent they relate to
          obtaining Market Quotations) and 6(e)(i), (ii) and (iv) shall not
          apply;

          (ii) each reference in this Agreement to an amount calculated as being
          due in respect of any Early Termination Date under Section 6(e) shall
          be deemed to refer to an amount calculated in accordance with Part
          1(f)(iii) of this Schedule;

          (iii) the amount payable in respect of such Early Termination Date
          will be the amount (determined by the Calculation Agent and netted in
          accordance with Section 2(c)) that is the sum of the Termination
          Currency Equivalent of (1) all Unpaid Amounts in respect of the
          Terminated Transactions, (2) all amounts that would be payable if such
          Early Termination Date were the next Scheduled Payment Date in respect
          of each Terminated Transaction, and (3) each other amount calculated
          as being due pursuant to the Confirmation for each Terminated
          Transaction; and

          (iv) the amount determined in accordance with paragraph (iii) above
          will be paid by the relevant party on the day that, but for the
          declaration of such Early Termination Date, would have been the next
          Payment Date in respect of the Terminated Transactions.


<PAGE>
                                                                               3


(g)  "Termination Currency" means United States Dollars.

(h)  "Transfer to Avoid Termination Event". Section 6(b)(ii) is hereby amended
     by adding at the end thereof before the period in the third paragraph the
     following condition:

          "and the prior written confirmation from each Rating Agency that the
          then-current ratings of the obligations represented by the
          Certificates will not be negatively affected by such transfer".

(i)  Additional Termination Event will apply. An additional Termination Event
     shall occur if an Early Termination Date is designated in respect of any
     Transaction entered into pursuant to the Master Agreement dated as of the
     date hereof and headed "Class A Certificates" (the "Citibank (South Dakota)
     Master Agreement") between Citibank (South Dakota), N.A. ("Citibank (South
     Dakota)") and the Trustee as trustee on behalf of the Trust. For the
     purposes of the foregoing Termination Event, each party hereto shall be an
     Affected Party.

(j)  The Trust's Ability to Terminate. Notwithstanding any other provision of
     this Agreement, the Trust may, in its sole discretion, designate an Early
     Termination Date (provided that such date is a Scheduled Payment Date and
     that the Trust gives effect to all payments due on such date) in respect of
     all outstanding Transactions upon at least five days prior notice to the
     Counterparty; provided, however, that the Trust may not make such
     designation unless it has received the prior approval of the Rating Agency.
     All outstanding Transactions terminated pursuant to the foregoing provision
     shall constitute Terminated Transactions.


Part 2.  Tax Representations.

(a)  Payer Representations. For the purpose of Section 3(e), each of the Trust
     and Counterparty represents that it is not required by any applicable law,
     as modified by the practice of any relevant governmental revenue authority,
     of any Relevant Jurisdiction to make any deduction or withholding for or on
     account of any Tax from any payment (other than interest under Section
     2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this
     Agreement. In making this


<PAGE>
                                                                               4


     representation, it may rely on (i) the accuracy of any representation made
     by the other party pursuant to Section 3(f), (ii) the satisfaction of the
     agreement contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
     effectiveness of any document provided by the other party pursuant to
     Section 4(a)(i) or 4(a)(iii) and (iii) the satisfaction of the agreement of
     the other party contained in Section 4(d), provided that it shall not be a
     breach of this representation where reliance is placed on clause (ii) and
     the other party does not deliver a form or document under Section 4(a)(iii)
     by reason of material prejudice to its legal or commercial position.

(b)  Payee Representations.

          (i) Trust Representation. For the purpose of Section 3(f), the Trust
          makes no representations.

          (ii) Counterparty Representation. For the purpose of Section 3(f),
          Counterparty makes no representations.

Part 3.  Agreement to Deliver Documents.

For the purpose of Sections 4(a)(i) and (ii):

(a)  Tax forms, documents or certificates to be delivered are:

          Each party agrees to complete, accurately and in a manner reasonably
          satisfactory to the other party, and to execute, arrange for any
          required certification of, and deliver to the other party (or to such
          government or taxing authority as the other party reasonably directs),
          any form or document that may be required or reasonably requested in
          order to allow the other party to make a payment under this Agreement
          without any deduction or withholding for or on account of any Tax or
          with such deduction or withholding at a reduced rate, promptly upon
          the earlier of (i) reasonable demand by the other party and (ii)
          learning that the form or document is required.

(b)      Other documents to be delivered are:


<PAGE>
                                                                               5


PARTY        FORM/DOCUMENT/          DATE BY           COVERED
REQUIRED     CERTIFICATE             WHICH             BY
TO DELIVER                           TO BE             SECTION
DOCUMENT                             DELIVERED         3(D)
                                                       REPRESENTATION

Trust and    Certified copies        Upon              Yes
Counterparty of all                  execution of
             documents               this
             evidencing              Agreement.
             necessary
             corporate and
             other
             authorizations
             and approvals
             with respect to
             the execution,
             delivery and
             performance by
             the party of
             this Agreement,
             each
             Confirmation
             and any
             applicable
             Credit Support
             Document.

Trust and    A certificate of        Upon              Yes
Counterparty an authorized           execution of
             officer of the          this
             party certifying        Agreement.
             the names, true
             signatures and
             authority of the
             officers of the
             party signing
             this Agreement
             and any
             applicable
             Credit Support
             Document.

Counterparty Legal opinion in        Upon              No.
             a form                  execution of
             reasonably              this
             acceptable to           Agreement.
             the Trustee,
             relating to the
             enforceability
             of
             Counterparty's
             obligations
             under this
             Agreement.


Part 4.  Miscellaneous.

(a)      Addresses for Notices.  For the purpose of Section 12(a):

               Address for notices or communications to the Trustee or the
               Trust:

               Address: 666 Fifth Avenue, Suite 802,
                        New York, New York 10103
               Attention: Corporate Trust Department
               Fax No.: (212) 373-5998
               Telephone No.: (212) 373-5918

               Address for notices or communications to Counterparty:

               Address: 8725 West Sahara Avenue
                        Las Vegas, Nevada 89163
               Attention: Mr. Robert Boyt


<PAGE>
                                                                               6


               Fax No.: (702) 797-4455
               Telephone No.: (702) 797-4875

(b)  Process Agent. For the purpose of Section 13(c), the Trust appoints the
     Trustee as its Process Agent.

(c)  Offices. The provisions of Section 10(a) will apply to the Trust and
     Counterparty.

(d)  Multibranch Party. For the purpose of Section 10(c), the Trust is not a
     Multibranch Party, and Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Trustee, on behalf of the Trust, will be the
     Calculation Agent (it being understood that the Trustee has appointed the
     Servicer under the Pooling and Servicing Agreement to perform the duties of
     Calculation Agent hereunder).

(f)  Credit Support Document and Credit Support Provider. None.

(g)  GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
     ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
     REFERENCE TO ITS CHOICE OF LAW DOCTRINE.

(h)  "Affiliate" will have the meaning specified in Section 14.

Part 5.  Other Provisions.

(a)  Tax Treatment. For purposes of Federal income taxes, the parties agree (to
     the extent permitted by applicable law) to treat this Agreement as being
     entered into between Counterparty, on the one hand, and Citibank (South
     Dakota) and Citibank (Nevada), National Association ("Citibank (Nevada)"),
     on the other hand; provided that Counterparty's compliance with the terms
     of this Agreement and any Confirmation shall not be deemed to violate this
     provision.

(b)  Definitions. The applicability of the 1991 ISDA Definitions, the 1992 ISDA
     Municipal Counterparty Definitions and the 1992 ISDA FX and Currency Option
     Definitions to any Transaction shall be specified in the Confirmation for
     such Transaction.


<PAGE>
                                                                               7


(c)  Waiver of Jury Trial. The following paragraph shall be added to this
     Agreement as a new Section 15:

               "15. Jury Trial. Each party hereby waives its respective right to
               jury trial with respect to any litigation arising under, or in
               connection with, this Agreement or any Transaction."

(d)  Waiver of Setoff. Notwithstanding any provision of this Agreement or any
     other existing or future agreement, each of Counterparty and the Trust
     irrevocably waives any and all rights it may have to set off, net, recoup
     or otherwise withhold or suspend or condition payment or performance of any
     obligation between the Trust and Counterparty hereunder against any
     obligations between the Trust and Counterparty under any other agreements
     or otherwise.

(e)  Consent to Recording. Each party consents to the monitoring or recording,
     at any time and from time to time, by the other party of any and all
     communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording and agrees to notify its
     officers and employees of such monitoring or recording.

(f)  No Personal Liability. The obligations of the Trust under this Agreement
     are not personal obligations of the Trustee and, as a result, the Trustee
     will have no personal liability for any amounts required to be paid by the
     Trust under this Agreement.

(g)  No Petition. Counterparty hereby agrees that it will not, prior to the date
     which is one year and one day after the date on which all certificates or
     securities issued by the Trust have been paid in full, acquiesce, petition
     or otherwise invoke or cause the Trust to invoke the process of any
     governmental authority for the purpose of commencing or sustaining a case
     against the Trust under any Federal or state bankruptcy, insolvency or
     similar law or appointing a receiver, liquidator, assignee, trustee,
     custodian, sequestrator or other similar official of the Trust or any
     substantial part of its property or ordering the winding-up or liquidation
     of the Trust.


<PAGE>
                                                                               8


(h)  Amendment. No amendment, modification or waiver in respect of this
     Agreement will be effective unless (a) it is made in accordance with
     Section 9(b) and (b) each Rating Agency shall have notified Counterparty
     and the Trustee that such amendment, modification or waiver will not result
     in a reduction or withdrawal of the rating of the obligations represented
     by any Certificates.

(i)  Capitalized Terms. Capitalized terms not otherwise defined herein shall,
     where used herein or in any Confirmation, have the meanings assigned to
     them in the Pooling and Servicing Agreement (the "Pooling and Servicing
     Agreement") dated as of May 29, 1991 between Citibank (Nevada) as Seller,
     Citibank (South Dakota) as Seller and Servicer, and the Trustee as trustee,
     as supplemented by the Series 1997-4 supplement thereto dated as of
     February 20, 1997 (the "Supplement").


<PAGE>


Please confirm your agreement to the terms of the foregoing Schedule by signing
below.


YASUDA BANK AND TRUST                   CITIBANK (NEVADA), NATIONAL
  COMPANY (U.S.A.),                         ASSOCIATION
as trustee for CITIBANK
CREDIT CARD MASTER TRUST I


By: /s/ Anthony A. Bocchino             By: /s/ Robert G. Boyt
    --------------------------              -----------------------
    Name: Anthony A. Bocchino               Name: Robert G. Boyt
    Title: Vice President                   Title: Vice President


<PAGE>

                              Class A Certificates




                                  CONFIRMATION


To:          Yasuda Bank and Trust Company
             (U.S.A.), as Trustee (the
             "Trustee"),  on behalf of
             Citibank Credit Card Master
             Trust I (the "Trust")

From:        Citibank (Nevada), National Association
             ("Counterparty")

Date:        February 20, 1997


     The purpose of this letter agreement is to set forth the terms and
conditions of the Swap Transaction entered into between us on the Trade Date
specified below (the "Swap Transaction"). This letter constitutes a
"Confirmation" as referred to in the Master Agreement specified below.

     1. This Confirmation supplements, forms a part of, and is subject to, the
Master Agreement (including the Schedule thereto) dated as of February 20, 1997
headed "Class A Certificates" (the "Master Agreement") between you and us. All
provisions contained or incorporated by reference in the Master Agreement shall
govern this Confirmation except as expressly modified below.

     The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.

     This Confirmation will be governed by and construed in accordance with the
laws of the State of New York, without reference to choice of law doctrine.

     2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:

Transaction Type:   Rate Swap Transaction

Notional Amount:    With respect to each Calculation Period, 63.74% of


<PAGE>
                                                                               2


                    the outstanding principal amount of the Class A Certificates
                    as of the first day of such Calculation Period (after giving
                    effect to any distribution of principal to Class A
                    Certificateholders on such day)

Trade Date:         February 20, 1997

Effective Date:     February 20, 1997

Termination Date:   The earlier of (a) the Termination Date (as defined in
                    the Supplement) and (b) the Distribution Date on which
                    the Class A Invested Amount is reduced to zero

Fixed Amounts:

         Fixed Rate Payer:           Trust

         Fixed Rate Payer
         Payment Date-
         Early Payment:              One Business Day

         Fixed Rate Payer
         Period End Date:            Each Distribution Date

         Fixed Amount:               (a) With respect to the first Payment
                                     Date, $1,807,666.40 and (b) at all
                                     other times, one-twelfth of the product
                                     of 6.8064% and the Notional Amount

Floating Amounts:

         Floating Rate
         Payer:                      Counterparty

         Calculation Dates:          The first day of each Calculation Period

         Floating Rate Payer     
         Payment Date:               Each Fixed Rate Payer Payment Date


<PAGE>
                                                                               3


         Floating Rate Payer
         Period End Date:            Each Fixed Rate Payer Period End Date

         Floating Rate
         Option:                     USD-LIBOR-BBA

         Designated Maturity:        (a) Following the occurrence of an
                                     Amortization Event, one month, and (b) at
                                     all other times, three months

         Spread:                     Plus 0.115% provided that the per annum
                                     rate (Floating Rate plus Spread) for the
                                     first four Calculation Periods shall be
                                     5.60744%

         Floating Rate Day
         Count Fraction:             Actual/360

         Reset Dates:                Each Class A Payment Date

         Business Days:              New York, Nevada and South Dakota

         Business Day Convention:    Following


                  3.  Account Details.

         Payments to the
         Trust:
                                     Citibank, N.A.
                                     Corporate Trust
                                     ABA:  021000089
                                     Ref:  CCIMT 97-4
                                     Attention:  Jenny Cheng
                                     A/C:  102786

         Payments to
         Counterparty:
                                     Citibank (Nevada), National Association
                                     ABA:  122401710
                                     Ref:  CCIMT 97-4 Swap


<PAGE>
                                                                               4


         Each amount payable with respect to this Swap Transaction shall be paid
         by 12:00 p.m., New York City time, on the relevant Payment Date.

     4. Counterparty Downgrade. If (i) the unsecured, unguaranteed, short-term
debt rating of Counterparty is reduced below A-1+ or withdrawn by Standard &
Poor's Rating Services ("Standard & Poor's") or (ii) the unsecured, unguaranteed
long-term debt rating of Counterparty is reduced below Aa3 or withdrawn by
Moody's Investors Service, Inc. ("Moody's"), Counterparty shall promptly notify
the Trustee (and any permitted assignee or transferee of the Trustee) of such
event, and shall, within 30 days of the date of occurrence of such event, with
the prior written confirmation of each Rating Agency that such arrangement will
not result in the reduction or withdrawal of the then-current rating of any
Certificates, either:

          (a) transfer, solely at its cost or benefit, as the case may be, its
     rights and obligations pursuant to this Swap Transaction to another
     counterparty with an unsecured, unguaranteed, short-term debt rating from
     Standard & Poor's of no lower than A-1+ and an unsecured, unguaranteed
     long-term debt rating from Moody's of no lower than Aa3 (or effect the same
     economic result by agreeing to terminate this Swap Transaction and
     arranging for such a counterparty to enter into a replacement transaction
     with the Trust on terms substantially the same as those contained herein);
     or

          (b) if Counterparty, using its best efforts, is unable to find such a
     counterparty willing to accept such a transfer (or enter into such
     replacement transaction), enter into any other arrangement satisfactory to
     Counterparty, the Trustee, the Servicer, and the Rating Agencies.

          The failure of Counterparty to satisfy its obligations under this
     Clause 4 shall not, in and of itself, give rise to any Event of Default or
     otherwise be the basis for the designation of an Early Termination Event.


<PAGE>


          Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing the copy of this  Confirmation  enclosed for
that purpose and returning it to us.


                                        Very truly yours,

                                        CITIBANK (NEVADA), NATIONAL
                                        ASSOCIATION

                                           by /s/ Robert G. Boyt
                                              -------------------------
                                              Name: Robert G. Boyt
                                              Title: Vice President


Accepted and confirmed as of
the date first above written:

YASUDA BANK AND TRUST COMPANY
(U.S.A.), as Trustee on behalf of
CITIBANK CREDIT CARD MASTER
TRUST I,

  by /s/ Anthony A. Bocchino
  ------------------------------
  Name: Anthony A. Bocchino
  Title: Vice President


<PAGE>
                                                                     EXHIBIT E-2
                                                     CLASS B INTEREST RATE SWAPS


<PAGE>

(Multicurrency--Cross Border)

                                     ISDA(R)
               International Swaps & Derivatives Association, Inc.

                                MASTER AGREEMENT

                          dated as of February 20, 1997

YASUDA BANK & TRUST COMPANY
(U.S.A.) as trustee for CITIBANK
CREDIT CARD MASTER TRUST I        and   CITIBANK (SOUTH DAKOTA), N.A.
---------------------------------     ----------------------------------------

have entered and/or anticipate  entering into one or more  transactions  (each a
"Transaction")  that are or will be  governed by this  Master  Agreement,  which
includes the schedule (the  "Schedule")  and the documents and other  confirming
evidence (each a "Confirmation")  exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.    Interpretation

(a)   Definition. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)   Inconsistency.  In the event of any inconsistency  between the 
provisions of the Schedule and the other  provisions  of this Master  Agreement,
the  Schedule  will  prevail.  In the  event of any  inconsistency  between  the
provisions  of  any  Confirmation  and  this  Master  Agreement  (including  the
Schedule),  such  Confirmation  will  prevail  for the  purpose of the  relevant
Transaction.

(c)   Single Agreement.  All Transactions are entered into in reliance on the
fact that this Master  Agreement and all  Confirmations  form a single agreement
between the parties  (collectively  referred  to as this  "Agreement"),  and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a)   General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for value
      on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than by
      payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
      the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
      Default with respect to the other party has occurred and is continuing,
      (2) the condition precedent that no Early Termination Date in respect of
      the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.


        Copyright(C)1992 by International Swaps & Derivatives Association, Inc.

<PAGE>

(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable:--

      (i)  in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that the subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transaction from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i) Gross-up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified by
      the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d) promptly upon the earlier of determining that such
            deduction or withholding is required or receiving notice that such
            amount have been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified copy),
            or other documentation reasonable acceptable to Y, evidencing such
            payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay Y, in addition to the
            payment to which Y is otherwise entitled under this Agreement, such
            additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deducting or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that is would not be required to be paid but for:-

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (1) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.

                                                                   ISDA (R) 1992

                                       2
<PAGE>

            (ii) Liability. If:--

                  (1) X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X would
                  not be required to pay an additional amount to Y under Section
                  2(d)(i)(4);

                  (2) X does not so deduct or withhold; and

                  (3) a liability resulting from such Tax is assessed directly
                  against X,

            then, except to the extent Y has satisfied or then satisfies the
            liability resulting from such Tax, Y will promptly pay to X the
            amount of such liability (including any related liability for
            interest, but including any related liability for penalties only if
            Y has failed to comply with or perform any agreement contained in
            Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:-

(a)   Basic Representations.

      (i) Status. It is duly organized and validly existing under the laws of
      the jurisdiction of its organization or incorporation and, if relevant
      under such laws, in good standing;

      (ii) Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to perform
      its obligations under this Agreement and any obligations it has under any
      Credit Support Document to which it is a party and has taken all necessary
      action to authorise such execution, delivery and performance;

      (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision of
      its constitutional documents, any order or judgment of any court or other
      agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in full
      force and effect and all conditions of any such consents have been
      complied with; and

      (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal, valid
      and binding obligations, enforceable in accordance with their respective
      terms (subject to applicable bankruptcy, reorganization, insolvency,
      moratorium or similar laws affecting creditors' rights generally and
      subject, as to enforceability, to equitable principles of general
      application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

                                                                   ISDA (R) 1992


                                       3
<PAGE>

(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:---

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:---

      (i) any forms, documents or certificates relating to taxation specified in
      the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to allow
      such other party or its Credit Support Provider to make a payment under
      this Agreement or any applicable Credit Support Document without any
      deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
      demand), with any such form or document to be accurate and completed in a
      manner reasonably satisfactory to such other party and to be executed and
      to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                                                   ISDA (R) 1992


                                       4
<PAGE>

organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:---

      (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      required to be made by it if such failure is not remedied on or before the
      third Local Business Day after notice of such failure is given to the
      party;

      (ii) Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any payment
      under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
      notice of a Termination Event or any agreement or obligation under Section
      4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
      in accordance with this Agreement if such failure is not remedied on or
      before the thirtieth day after notice of such failure is given to the
      party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document or
            the failing or ceasing of such Credit Support Document to be in full
            force and effect for the purpose of this Agreement (in either case
            other than in accordance with its terms) prior to the satisfaction
            of all obligations of such party under each Transaction to which
            such Credit Support Document relates without the written consent of
            the other party; or

            (3) the party or such Credit Support Provider disaffirms, disclaims,
            repudiates or rejects, in whole or in part, or challenges the
            validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made or
      repeated by the party or any Credit Support Provider of such party in this
      Agreement or any Credit Support Document proves to have been incorrect or
      misleading in any material respect when made or repeated or deemed to have
      been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to any
      applicable notice requirement or grace period, there occurs a liquidation
      of, an acceleration of obligations under, or an early termination of, that
      Specified Transaction, (2) defaults, after giving effect to any applicable
      notice requirement or grace period, in making any payment or delivery due
      on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at
      least three Local Business Days if there is no applicable notice
      requirement or grace period) or (3) disaffirm, disclaims, repudiates or
      rejects, in whole or in part, a Specified Transaction (or such action is
      taken by any person or entity appointed or empowered to operate it or act
      on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default, event
      of default or other similar condition or event (however

                                                                   ISDA (R) 1992


                                       5
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule) which
      has resulted in such Specified Indebtedness becoming, or becoming capable
      at such time of being declared, due and payable under such agreement or
      instruments, before it would otherwise have been due and payable or (2) a
      default by such party, such Credit Support Provider or such Specified
      Entity (individually or collectively) in making one or more payments on
      the due date thereof in an aggregate amount of not less than the
      applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party:---

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its
            winding-up, official management or liquidation (other than pursuant
            to a consolidation, amalgamation or merger); (6) seeks or becomes
            subject to the appointment of an administrator, provisional
            liquidator, conservator, receiver, trustee, custodian or other
            similar official for it or for all or substantially all its assets;
            (7) has a secured party take possession of all or substantially all
            its assets or has a distress, execution, attachment, sequestration
            or other legal process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged, stayed
            or restrained, in each case within 30 days thereafter; (8) causes or
            is subject to any event with respect to it which, under the
            applicable laws of any jurisdiction, has an analogous effect to any
            of the events specified in clauses (1) to (7) (inclusive); or (9)
            takes any action in furtherance of, or indicating its consent to,
            approval of, or acquiescence in, any of the foregoing acts; or

      (viii) Merger Without Assumption. The party or any Credit Support Provider
      of such party consolidates or amalgamates with, or merges with or into, or
      transfers all or substantially all its assets to, another entity and, at
      the time of such consolidation, amalgamation, merger or transfer:---

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event 

                                                                   ISDA (R) 1992


                                       6
<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:---

      (i) Illegality. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party):---

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

      (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action is
      taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
      required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
      than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger The party (the "Burdened Party") on the next
      succeeding Scheduled Payment Date will either (1) be required to pay an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount has been deducted or
      withheld for or on account of any Indemnifiable Tax in respect to which
      the other party is not required to pay an additional amount (other than by
      reason of Section 2(d)(i)4(A)or (B)), in either case as a result of a
      party consolidating or amalgamating with, or merging with or into, or
      transferring all or substantially all its assets to, an other entity
      (which will be the Affected Party) where such action does not constitute
      an event described in Section 5(a)(viii);

      (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
      in the Schedule as applying to the party, such party ("X"), any Credit
      Support Provider of X or any applicable Specified Entity of X consolidates
      or amalgamates with or merges with or into, or transfers all or
      substantially all its assets to, another entity and such action does not
      constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or

      (v) Additional Termination Event. If any "Additional Termination Event" is
      specified in the Schedule or any Confirmation as applying, the occurrence
      of such event (and, in such event, the Affected Party or Affected Parties
      shall be as specified for such Additional Termination Event in the
      Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

                                                                   ISDA (R) 1992


                                       7
<PAGE>

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the Defaulting Party") has occurred and is then
continuing, the other party (the "Non-defaulting Party") may, by not more than
20 days notice to the Defaulting Party specifying the relevant Event of Default,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying the
      nature of that Termination Event and each Affected Transaction and will
      also give such other information about that Termination Event as the other
      party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
      Affected Party, the Affected Party will, as a condition to its right to
      designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under section 6(b)(i) all its rights and obligations
      under this Agreement in respect of the Affected Transactions to another of
      its Offices or Affiliates so that such Termination Event ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days after
      the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
      Tax Event occurs and there are two Affected Parties, each party will use
      all reasonable efforts to reach agreement within 30 days after notice
      thereof is given under Section 6(b)(i) on action to avoid that Termination
      Event.

      (iv) Right to Terminate. If:--

            (1) a transfer under Section 6(b)(ii) or an agreement under Section
            6(b)(iii), as the case may be, has not been effected with respect to
            all Affected Transactions within 30 days after an Affected Party
            gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected Party,

      either party in the case of an Illegality, the Burdened Party in the case
      of a Tax Event Upon Merger, an Affected Party in the case of a Tax Event
      or an Additional Termination Event if there is more than one Affected
      Party, or the party which is not the Affected Party in the case of a
      Credit Event Upon Merger or an Additional Termination Event if there is
      only one Affected Party may, by not more than 20 days notice to the other
      party and provided that the relevant Termination Event is then

                                                                   ISDA (R) 1992


                                       8
<PAGE>

      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i) If notice designating an Early Termination Date is given under Section
      6(a) or (b), the Early Termination Date will occur on the date so
      designated, whether or not the relevant Event of Default or Termination
      Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early Termination
      Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
      respect of the Terminated Transactions will be required to be made, but
      without prejudice to the other provisions of this Agreement. The amount,
      if any, payable in respect of an Early Termination Date shall be
      determined pursuant to Section 6(e).

(d)   Calculations.

      (i) Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable detail,
      such calculations (including all relevant quotations and specifying any
      amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
      written confirmation from the source of a quotation obtained in
      determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of
      such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day that
      notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event of
      Default) and on the day which is two Local Business Days after the day on
      which notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated as a result of a Termination Event)
      Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgement) in
      the Termination Currency, from (and including) the relevant Early
      Termination Date to (but excluding) the date such amount is paid, at the
      Applicable Rate. Such interest will be calculated on the basis of daily
      compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss" and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subjected to Set-off.

      (i) Events of Default If the Early Termination Date results from an Event
      of Default--

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sums of the Settlement Amount (determined by the Non-defaulting
            party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid amounts owing to the
            Non-defaulting Party over (B) the Termination Currency of the Unpaid
            Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a positive
            number, the Non-defaulting Party's Loss in respect of this
            Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the

                                                                   ISDA (R) 1992


                                       9
<PAGE>

            Non-defaulting Party) in respect of the Termination Transactions and
            the Termination Currency Equivalent of the Unpaid Amounts owing to
            the Non-defaulting Party less (B) the Termination Currency
            Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
            that amount is a positive number, the Defaulting Party will pay to
            the Non-defaulting Party; if it is a negative number, the
            Non-defaulting Party will pay the absolute value of that amount to
            the Defaulting Party. (4) Second Method and Loss. If the Second
            Method and Loss apply, an amount will be payable equal to the
            Non-defaulting Party's Loss in respect of this Agreement. If that
            amount is a positive number, the Defaulting Party will pay it to the
            Non-Defaulting Party; if it is negative number, the Non-Defaulting
            Party will pay the absolute value of that amount to the Defaulting
            Party.

      (ii)  Termination Events. If the Early Termination Date results from a
      Termination Event:---

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Marked Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties:--

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (I) the sum of (a)
                  one-half of the difference between the Settlement amount of
                  the party with the higher Settlement amount ("X") and the
                  Settlement amount of the party with the lower Settlement
                  amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (II) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with the
                  lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is negative number, X will pay the absolute value of that amount
            to Y.

      (iii) Adjustment for Bankruptcy In circumstance where an Early Termination
      Date occurs because "Automatic Early Termination" applies in respect of a
      party, the amount determined under this Section 6(e) will be subject to
      such adjustments as are appropriate and permitted by law to reflect any
      payments or deliveries made by one party to the other under this Agreement
      (and retained by such other party) during the period from the relevant
      Early Termination Date to the date for payment determined under Section
      6(d)(ii).

      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
      the loss of protection against future risk and except as otherwise
      provided in this Agreement neither party will be entitled to recover any
      additional damages as a consequence of such losses.

                                                                   ISDA (R) 1992


                                       10
<PAGE>

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by the way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)   a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or salified by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgement or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such currency if such shortfall or such excess arises or result from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgement or order for the purpose of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner in good faith in converting the currency received into
the Contractual Currency, to purchase the Contractual Currency with the amount
of the currency of the judgment or order actually received by such party. The
term "rate of exchange" includes, without limitation, any premiums and costs of
exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)  Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof of being made for any other sums payable in respect of this
Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

                                                                   ISDA (R) 1992


                                       11
<PAGE>

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in respect
      of it) may be executed and delivered in counterparts (including by
      facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall by entered into as soon as practicable
      and may be executed and delivered in counterparts (including by facsimile
      transmission) or be created by and exchange of telexes or by an exchange
      of electronic messages on an electronic messaging system, which in each
      case will be sufficient for all purposes to evidence a binding supplement
      to this Agreement. The parties will specify therein or through another
      effective means that any such counterpart, telex or electronic message
      constitutes a Confirmation.

(f)   No waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other that its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction in entered into.

(b)   Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                   ISDA (R) 1992


                                       12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, cost of collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect to of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see schedule)
and will be deem effective as indicated:--

      (i) if in writing and delivered in person or by courier, on the date it is
      delivered;

      (ii) if sent by telex, on the date the recipient's answerback is received;

      (iii) if sent by facsimile transmission, on the date that transmission is
      received by a responsible employee of the recipient in legible form (it
      being agreed that the burden of proving receipt will be on the sender and
      will not be met by a transmission report generated by the sender's
      facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or the
      equivalent (return receipt requested), on the date that mail is delivered
      or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings related to
this Agreement ("Proceedings"), each party irrevocably:--

      (i) submits to the jurisdiction of English courts, if this Agreement is
      expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United States
      District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
      York; and

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim that
      such Proceedings have been brought in an inconvenient forum and further
      waives the right to object, with respect to such Proceedings, that such
      court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgements Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

                                                                   ISDA (R) 1992


                                       13
<PAGE>

reason any party's Process Agent unable to act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party . The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any manner
permitted by law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim such immunity in any Proceedings.

14.   Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii) on
which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting party, the Non-default
Rate; and

(d) In all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default  Rate"  means a rate per  annum  equal to the  cost  (without  proof or
evidence of any actual  cost) to the relevant  payee (as  certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                   ISDA (R) 1992


                                       14
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Deal" has the meaning specified in Section 5(a) and, if applicable, in
the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" meaning any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
a recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having executed,
delivered performed its obligations or received a payment under, or enforced,
this Agreement or a Credit Support Document).

"law" includes any treaty, law , rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
place(s) specified in the relevant Confirmation or, it not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to 5(a)(v)(2), in the relevant locations for performance with
respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and the party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them.) Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication. If Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotations" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date,

                                                                   ISDA (R) 1992


                                       15
<PAGE>

have been required after that date. For this purpose , Unpaid Amounts in respect
of the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e) and, if each party is
so obligated, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and the lowest
quotations. For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market
Quotation in respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's home or
office.

"Potential Event of Default" means any event which, the giving of notice or the
lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or make an
extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

                                                                   ISDA (R) 1992


                                       16
<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or other wise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or taxing authority in respect of any payment under
this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5 (b).

"Terminated Transaction"means with respect to any Early Termination Date (a) if
resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Terminated Currency" has the meaning specified in the Schedule.

"Terminated Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obligated to make a determination under Section 6(e), be selected
in good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means a Illegality, a Tax Event or Tax Event Upon Merger or,
if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the amount
that became payable (or that would become payable but for Section 2(a)(iii)) to
such party under Section 2(a)(i) on or prior to such Early Termination Date and
which remain unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to
such party on or prior to such Early Termination Date and which has not been so
settled as at such Early Termination Date, an amount equal to the fair market

                                                                   ISDA (R) 1992


                                       17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obligated, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

YASUDA BANK & TRUST COMPANY
(U.S.A.)  as trustee for CITIBANK
CREDIT CARD MASTER TRUST I                CITIBANK (SOUTH DAKOTA), N.A.
                                          

By:/s/ Anthony A. Bocchino                By:/s/ Eugene D. Rowenhorst
   --------------------------                ----------------------------
     Anthony A. Bocchino                       Eugene D. Rowenhorst
     Vice President                            Senior Vice President
     February 20, 1997                         February 20, 1997


                                                                   ISDA (R) 1992


                                       18


<PAGE>

                              Class B Certificates




                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                          dated as of February 20, 1997

                                     between

                     YASUDA BANK AND TRUST COMPANY (U.S.A.)
                         as trustee (the "Trustee") for
                CITIBANK CREDIT CARD MASTER TRUST I (the "Trust")
                                       and
                 CITIBANK (SOUTH DAKOTA), N.A. ("Counterparty").


Part 1.  Termination Provisions.

(a)  "Specified Entity" means in relation to the Trust for the purpose of:

         Section 5(a)(v),  None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

         and in relation to Counterparty for the purpose of:

         Section 5(a)(v),  None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

(b) "Specified Transaction" will have the meaning specified in Section 14.

(c)  "Events of Default". The following Events of Default will not apply to the
     Trust or any Credit Support Provider of the Trust and the definition of
     "Event of Default" in Section 14 is deemed to be modified accordingly:

         Section 5(a)(ii), (Breach of Agreement)
         Section 5(a)(iii), (Credit Support Default)
         Section 5(a)(iv), (Misrepresentation)
         Section 5(a)(v), (Default under Specified Transaction)
         Section 5(a)(vi), (Cross Default)
         Section 5(a)(vii), (Bankruptcy)


<PAGE>
                                                                               2


(d)  "Termination Events". The following Termination Events, to the extent
     Counterparty would have been the Affected Party or Burdened Party, as the
     case may be, will not apply and the definition of "Termination Event" in
     Section 14 is deemed to be modified accordingly:

         Section 5(b)(ii), (Tax Event)
         Section 5(b)(iii), (Tax Event Upon Merger)
         Section 5(b)(iv), (Credit Event Upon Merger)

(e)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to the Trust or Counterparty.

(f)  Payments on Early Termination. Notwithstanding any provision to the
     contrary in this Agreement, upon the occurrence of an Early Termination
     Date in respect of one or more outstanding Transactions:

          (i) the provisions of Sections 6(d)(i) (to the extent they relate to
          obtaining Market Quotations) and 6(e)(i), (ii) and (iv) shall not
          apply;

          (ii) each reference in this Agreement to an amount calculated as being
          due in respect of any Early Termination Date under Section 6(e) shall
          be deemed to refer to an amount calculated in accordance with Part
          1(f)(iii) of this Schedule;

          (iii) the amount payable in respect of such Early Termination Date
          will be the amount (determined by the Calculation Agent and netted in
          accordance with Section 2(c)) that is the sum of the Termination
          Currency Equivalent of (1) all Unpaid Amounts in respect of the
          Terminated Transactions, (2) all amounts that would be payable if such
          Early Termination Date were the next Scheduled Payment Date in respect
          of each Terminated Transaction, and (3) each other amount calculated
          as being due pursuant to the Confirmation for each Terminated
          Transaction; and

          (iv) the amount determined in accordance with paragraph (iii) above
          will be paid by the relevant party on the day that, but for the
          declaration of such Early Termination Date, would have been the next
          Payment Date in respect of the Terminated Transactions.


<PAGE>
                                                                               3


(g)  "Termination Currency" means United States Dollars.

(h)  "Transfer to Avoid Termination Event". Section 6(b)(ii) is hereby amended
     by adding at the end thereof before the period in the third paragraph the
     following condition:

          "and the prior written confirmation from each Rating Agency that the
          then-current ratings of the obligations represented by the
          Certificates will not be negatively affected by such transfer".

(i)  Additional Termination Event will apply. An additional Termination Event
     shall occur if an Early Termination Date is designated in respect of any
     Transaction entered into pursuant to the Master Agreement dated as of the
     date hereof and headed "Class B Certificates" (the "Citibank (Nevada)
     Master Agreement") between Citibank (Nevada), National Association
     ("Citibank (Nevada)") and the Trustee as trustee on behalf of the Trust.
     For the purposes of the foregoing Termination Event, each party hereto
     shall be an Affected Party.

(j)  The Trust's Ability to Terminate. Notwithstanding any other provision of
     this Agreement, the Trust may, in its sole discretion, designate an Early
     Termination Date (provided that such date is a Scheduled Payment Date and
     that the Trust gives effect to all payments due on such date) in respect of
     all outstanding Transactions upon at least five days prior notice to the
     Counterparty; provided, however, that the Trust may not make such
     designation unless it has received the prior approval of the Rating Agency.
     All outstanding Transactions terminated pursuant to the foregoing provision
     shall constitute Terminated Transactions.


Part 2.  Tax Representations.

(a)  Payer Representations. For the purpose of Section 3(e), each of the Trust
     and Counterparty represents that it is not required by any applicable law,
     as modified by the practice of any relevant governmental revenue authority,
     of any Relevant Jurisdiction to make any deduction or withholding for or on
     account of any Tax from any payment (other than interest under Section
     2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this
     Agreement. In making this


<PAGE>
                                                                               4

     representation, it may rely on (i) the accuracy of any representation made
     by the other party pursuant to Section 3(f), (ii) the satisfaction of the
     agreement contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
     effectiveness of any document provided by the other party pursuant to
     Section 4(a)(i) or 4(a)(iii) and (iii) the satisfaction of the agreement of
     the other party contained in Section 4(d), provided that it shall not be a
     breach of this representation where reliance is placed on clause (ii) and
     the other party does not deliver a form or document under Section 4(a)(iii)
     by reason of material prejudice to its legal or commercial position.

(b)  Payee Representations.

          (i) Trust Representation. For the purpose of Section 3(f), the Trust
          makes no representations.

          (ii) Counterparty Representation. For the purpose of Section 3(f),
          Counterparty makes no representations.

Part 3.  Agreement to Deliver Documents.

For the purpose of Sections 4(a)(i) and (ii):

(a)  Tax forms, documents or certificates to be delivered are:

          Each party agrees to complete, accurately and in a manner reasonably
          satisfactory to the other party, and to execute, arrange for any
          required certification of, and deliver to the other party (or to such
          government or taxing authority as the other party reasonably directs),
          any form or document that may be required or reasonably requested in
          order to allow the other party to make a payment under this Agreement
          without any deduction or withholding for or on account of any Tax or
          with such deduction or withholding at a reduced rate, promptly upon
          the earlier of (i) reasonable demand by the other party and (ii)
          learning that the form or document is required.

(b)      Other documents to be delivered are:


<PAGE>
                                                                               5



PARTY        FORM/DOCUMENT/          DATE BY           COVERED
REQUIRED     CERTIFICATE             WHICH             BY
TO DELIVER                           TO BE             SECTION
DOCUMENT                             DELIVERED         3(D)
                                                       REPRESENTATION

Trust and    Certified copies        Upon              Yes
Counterparty of all                  execution of
             documents               this
             evidencing              Agreement.
             necessary
             corporate and
             other
             authorizations
             and approvals
             with respect to
             the execution,
             delivery and
             performance by
             the party of
             this Agreement,
             each
             Confirmation
             and any
             applicable
             Credit Support
             Document.

Trust and    A certificate of        Upon              Yes
Counterparty an authorized           execution of
             officer of the          this
             party certifying        Agreement.
             the names, true
             signatures and
             authority of the
             officers of the
             party signing
             this Agreement
             and any
             applicable
             Credit Support
             Document.

Counterparty Legal opinion in        Upon              No.
             a form                  execution of
             reasonably              this
             acceptable to           Agreement.
             the Trustee,
             relating to the
             enforceability
             of
             Counterparty's
             obligations
             under this
             Agreement.


Part 4.  Miscellaneous.

(a)  Addresses for Notices. For the purpose of Section 12(a):

          Address for notices or communications to the Trustee or the Trust:

          Address: 666 Fifth Avenue, Suite 802,
                   New York, New York 10103
          Attention: Corporate Trust Department
          Fax No.: (212) 373-5998
          Telephone No.: (212) 373-5918

          Address for notices or communications to Counterparty:

          Address: 701 East 60th Street, North
                   Sioux Falls, SD 57117
          Attention: General Counsel


<PAGE>
                                                                               6


          Fax No.: (605) 331-4442 or 7232
          Telephone No.: (605) 331-1567

(b)  Process Agent. For the purpose of Section 13(c), the Trust appoints the
     Trustee as its Process Agent.

(c)  Offices. The provisions of Section 10(a) will apply to the Trust and
     Counterparty.

(d)  Multibranch Party. For the purpose of Section 10(c), the Trust is not a
     Multibranch Party, and Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Trustee, on behalf of the Trust, will be the
     Calculation Agent (it being understood that the Trustee has appointed the
     Servicer under the Pooling and Servicing Agreement to perform the duties of
     Calculation Agent hereunder).

(f)  Credit Support Document and Credit Support Provider. None.

(g)  GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
     ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
     REFERENCE TO ITS CHOICE OF LAW DOCTRINE.

(h)  "Affiliate" will have the meaning specified in Section 14.

Part 5.  Other Provisions.

(a)  Tax Treatment. For purposes of Federal income taxes, the parties agree (to
     the extent permitted by applicable law) to treat this Agreement as being
     entered into between Counterparty, on the one hand, and Citibank (South
     Dakota), N.A. ("Citibank (South Dakota)") and Citibank (Nevada), on the
     other hand; provided that Counterparty's compliance with the terms of this
     Agreement and any Confirmation shall not be deemed to violate this
     provision.

(b)  Definitions. The applicability of the 1991 ISDA Definitions, the 1992 ISDA
     Municipal Counterparty Definitions and the 1992 ISDA FX and Currency Option
     Definitions to any Transaction shall be specified in the Confirmation for
     such Transaction.


<PAGE>
                                                                               7


(c)  Waiver of Jury Trial. The following paragraph shall be added to this
     Agreement as a new Section 15:

          "15. Jury Trial. Each party hereby waives its respective right to jury
          trial with respect to any litigation arising under, or in connection
          with, this Agreement or any Transaction."

(d)  Waiver of Setoff. Notwithstanding any provision of this Agreement or any
     other existing or future agreement, each of Counterparty and the Trust
     irrevocably waives any and all rights it may have to set off, net, recoup
     or otherwise withhold or suspend or condition payment or performance of any
     obligation between the Trust and Counterparty hereunder against any
     obligations between the Trust and Counterparty under any other agreements
     or otherwise.

(e)  Consent to Recording. Each party consents to the monitoring or recording,
     at any time and from time to time, by the other party of any and all
     communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording and agrees to notify its
     officers and employees of such monitoring or recording.

(f)  No Personal Liability. The obligations of the Trust under this Agreement
     are not personal obligations of the Trustee and, as a result, the Trustee
     will have no personal liability for any amounts required to be paid by the
     Trust under this Agreement.

(g)  No Petition. Counterparty hereby agrees that it will not, prior to the date
     which is one year and one day after the date on which all certificates or
     securities issued by the Trust have been paid in full, acquiesce, petition
     or otherwise invoke or cause the Trust to invoke the process of any
     governmental authority for the purpose of commencing or sustaining a case
     against the Trust under any Federal or state bankruptcy, insolvency or
     similar law or appointing a receiver, liquidator, assignee, trustee,
     custodian, sequestrator or other similar official of the Trust or any
     substantial part of its property or ordering the winding-up or liquidation
     of the Trust.


<PAGE>
                                                                               8


(h)  Amendment. No amendment, modification or waiver in respect of this
     Agreement will be effective unless (a) it is made in accordance with
     Section 9(b) and (b) each Rating Agency shall have notified Counterparty
     and the Trustee that such amendment, modification or waiver will not result
     in a reduction or withdrawal of the rating of the obligations represented
     by any Certificates.

(i)  Capitalized Terms. Capitalized terms not otherwise defined herein shall,
     where used herein or in any Confirmation, have the meanings assigned to
     them in the Pooling and Servicing Agreement (the "Pooling and Servicing
     Agreement") dated as of May 29, 1991 between Citibank (Nevada) as Seller,
     Citibank (South Dakota) as Seller and Servicer, and the Trustee as trustee,
     as supplemented by the Series 1997-4 supplement thereto dated as of
     February 20, 1997 (the "Supplement").


<PAGE>


Please confirm your agreement to the terms of the foregoing Schedule by signing
below.


YASUDA BANK AND TRUST               CITIBANK (SOUTH DAKOTA), N.A.
  COMPANY (U.S.A.),
as trustee for CITIBANK
CREDIT CARD MASTER TRUST I


By: /s/ Anthony A. Bocchino        By: /s/ Eugene D. Rowenhorst
    -----------------------            ------------------------
Name: Anthony A. Bocchino          Name: Eugene D. Rowenhorst
Title: Vice President              Title: Senior Vice President


<PAGE>

                              Class B Certificates





                                  CONFIRMATION


To:          Yasuda Bank and Trust Company
             (U.S.A.), as Trustee (the
             "Trustee"), on behalf of
             Citibank Credit Card Master
             Trust I (the "Trust")

From:        Citibank (South Dakota), N.A.
             ("Counterparty")

Date:        February 20, 1997


     The purpose of this letter agreement is to set forth the terms and
conditions of the Swap Transaction entered into between us on the Trade Date
specified below (the "Swap Transaction"). This letter constitutes a
"Confirmation" as referred to in the Master Agreement specified below.

     1. This Confirmation supplements, forms a part of, and is subject to, the
Master Agreement (including the Schedule thereto) dated as of February 20, 1997
headed "Class B Certificates" (the "Master Agreement") between you and us. All
provisions contained or incorporated by reference in the Master Agreement shall
govern this Confirmation except as expressly modified below.

     The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.

     This Confirmation will be governed by and construed in accordance with the
laws of the State of New York, without reference to choice of law doctrine.

     2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:

Transaction Type:                  Rate Swap Transaction

Notional Amount:                   With respect to each Calculation Period,
                                   36.26% of


<PAGE>
                                                                               2


                                   the Class B Invested Amount on the first day
                                   of such Calculation Period (after giving
                                   effect to any increase or decrease of the
                                   Class B Invested Amount on such day)

Trade Date:                        February 20, 1997

Effective Date:                    February 20, 1997

Termination Date:                  The earlier of (a) the Termination Date (as
                                   defined in the Supplement) and (b) the
                                   Distribution Date on which the outstanding
                                   principal amount of the Class B
                                   Certificates is reduced to zero

Fixed Amounts:

         Fixed Rate Payer:         Trust

         Fixed Rate Payer
         Payment Date-
         Early Payment:
                                   One Business Day

         Fixed Rate Payer
         Period End Date:          Each Distribution Date

         Fixed Amount:             (a) With respect to the first Payment Date,
                                   $67,529.66 and (b) at all other times, one-
                                   twelfth of the product of 6.9839% and the
                                   Notional Amount

Floating Amounts:

         Floating Rate
         Payer:                    Counterparty

         Calculation Dates:        The first day of each Calculation Period

         Floating Rate Payer
         Payment Date:             Each Fixed Rate Payer Payment Date


<PAGE>
                                                                               3


         Floating Rate Payer
         Period End Date:
                                   Each Fixed Rate Payer Period End Date

         Floating Rate
         Option:                   USD-LIBOR-BBA

         Designated Maturity:      (a) Following the occurrence of an
                                   Amortization Event, one month, and (b) at
                                   all other times, three months

         Spread:                   Plus 0.29%, provided that the per annum rate
                                   (Floating Rate plus Spread) for the first
                                   four Calculation Periods shall be 5.78244%

         Floating Rate Day
         Count Fraction:           Actual/360

         Reset Dates:              Each Class B Payment Date

         Business Days:            New York, Nevada and South Dakota

         Business Day Convention:  Following


                  3.  Account Details.

         Payments to the Trust:
                                                  Citibank, N.A.
                                                  Corporate Trust
                                                  ABA:  021000089
                                                  Ref:  CCIMT 97-4
                                                  Attention:  Jenny Cheng
                                                  A/C:  102786
         Payments to Counterparty:
                                                  Citibank (South Dakota), N.A.
                                                  ABA:  091409571
                                                  Ref:  CCIMT 97-4 Swap


<PAGE>
                                                                               4


     Each amount payable with respect to this Swap Transaction shall be paid by
     12:00 p.m., New York City time, on the relevant Payment Date.

     4. Counterparty Downgrade. If (i) the unsecured, unguaranteed, short-term
debt rating of Counterparty is reduced below A-1+ or withdrawn by Standard &
Poor's Rating Services ("Standard & Poor's") or (ii) the unsecured, unguaranteed
long-term debt rating of Counterparty is reduced below Aa3 or withdrawn by
Moody's Investors Service, Inc. ("Moody's"), Counterparty shall promptly notify
the Trustee (and any permitted assignee or transferee of the Trustee) of such
event, and shall, within 30 days of the date of occurrence of such event, with
the prior written confirmation of each Rating Agency that such arrangement will
not result in the reduction or withdrawal of the then-current rating of any
Certificates, either:

          (a) transfer, solely at its cost or benefit, as the case may be, its
     rights and obligations pursuant to this Swap Transaction to another
     counterparty with an unsecured, unguaranteed, short-term debt rating from
     Standard & Poor's of no lower than A-1+ and an unsecured, unguaranteed
     long-term debt rating from Moody's of no lower than Aa3 (or effect the same
     economic result by agreeing to terminate this Swap Transaction and
     arranging for such a counterparty to enter into a replacement transaction
     with the Trust on terms substantially the same as those contained herein);
     or

          (b) if Counterparty, using its best efforts, is unable to find such a
     counterparty willing to accept such a transfer (or enter into such
     replacement transaction), enter into any other arrangement satisfactory to
     Counterparty, the Trustee, the Servicer, and the Rating Agencies.

          The failure of Counterparty to satisfy its obligations under this
     Clause 4 shall not, in and of itself, give rise to any Event of Default or
     otherwise be the basis for the designation of an Early Termination Event.


<PAGE>


     Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.


                                   Very truly yours,

                                   CITIBANK (SOUTH DAKOTA), N.A.

                                   by /s/ Eugene D. Rowenhorst
                                      ---------------------------
                                   Name: Eugene D. Rowenhorst
                                   Title: Senior Vice President


Accepted and confirmed as of
the date first above written:

YASUDA BANK AND TRUST COMPANY
(U.S.A.), as Trustee on behalf of
CITIBANK CREDIT CARD MASTER
TRUST I,

  by /s/ Anthony A. Bocchino
     ---------------------------
  Name: Anthony A. Bocchino
  Title: Vice President


<PAGE>

(Multicurrency--Cross Border)

                                     ISDA(R)
               International Swaps & Derivatives Association, Inc.

                                MASTER AGREEMENT

                          dated as of February 20, 1997

YASUDA BANK & TRUST COMPANY
(U.S.A.) as trustee for CITIBANK
CREDIT CARD MASTER TRUST I        and   CITIBANK (NEVADA), NATIONAL ASSOCIATION
---------------------------------     ----------------------------------------

have entered and/or anticipate  entering into one or more  transactions  (each a
"Transaction")  that are or will be  governed by this  Master  Agreement,  which
includes the schedule (the  "Schedule")  and the documents and other  confirming
evidence (each a "Confirmation")  exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:-

1.    Interpretation

(a)   Definition. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)   Inconsistency.  In the event of any inconsistency  between the 
provisions of the Schedule and the other  provisions  of this Master  Agreement,
the  Schedule  will  prevail.  In the  event of any  inconsistency  between  the
provisions  of  any  Confirmation  and  this  Master  Agreement  (including  the
Schedule),  such  Confirmation  will  prevail  for the  purpose of the  relevant
Transaction.

(c)   Single Agreement.  All Transactions are entered into in reliance on the
fact that this Master  Agreement and all  Confirmations  form a single agreement
between the parties  (collectively  referred  to as this  "Agreement"),  and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a)   General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for value
      on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than by
      payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
      the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
      Default with respect to the other party has occurred and is continuing,
      (2) the condition precedent that no Early Termination Date in respect of
      the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.


        Copyright(C)1992 by International Swaps & Derivatives Association, Inc.

<PAGE>

(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable:--

      (i)  in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that the subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transaction from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i) Gross-up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified by
      the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d) promptly upon the earlier of determining that such
            deduction or withholding is required or receiving notice that such
            amount have been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified copy),
            or other documentation reasonable acceptable to Y, evidencing such
            payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay Y, in addition to the
            payment to which Y is otherwise entitled under this Agreement, such
            additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deducting or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that is would not be required to be paid but for:-

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (1) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.

                                                                   ISDA (R) 1992

                                       2
<PAGE>

            (ii) Liability. If:--

                  (1) X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding in respect of which X would
                  not be required to pay an additional amount to Y under Section
                  2(d)(i)(4);

                  (2) X does not so deduct or withhold; and

                  (3) a liability resulting from such Tax is assessed directly
                  against X,

            then, except to the extent Y has satisfied or then satisfies the
            liability resulting from such Tax, Y will promptly pay to X the
            amount of such liability (including any related liability for
            interest, but including any related liability for penalties only if
            Y has failed to comply with or perform any agreement contained in
            Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:-

(a)   Basic Representations.

      (i) Status. It is duly organized and validly existing under the laws of
      the jurisdiction of its organization or incorporation and, if relevant
      under such laws, in good standing;

      (ii) Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to perform
      its obligations under this Agreement and any obligations it has under any
      Credit Support Document to which it is a party and has taken all necessary
      action to authorise such execution, delivery and performance;

      (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision of
      its constitutional documents, any order or judgment of any court or other
      agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in full
      force and effect and all conditions of any such consents have been
      complied with; and

      (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal, valid
      and binding obligations, enforceable in accordance with their respective
      terms (subject to applicable bankruptcy, reorganization, insolvency,
      moratorium or similar laws affecting creditors' rights generally and
      subject, as to enforceability, to equitable principles of general
      application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

                                                                   ISDA (R) 1992


                                       3
<PAGE>

(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:---

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:---

      (i) any forms, documents or certificates relating to taxation specified in
      the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to allow
      such other party or its Credit Support Provider to make a payment under
      this Agreement or any applicable Credit Support Document without any
      deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
      demand), with any such form or document to be accurate and completed in a
      manner reasonably satisfactory to such other party and to be executed and
      to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                                                   ISDA (R) 1992


                                       4
<PAGE>

organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:---

      (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      required to be made by it if such failure is not remedied on or before the
      third Local Business Day after notice of such failure is given to the
      party;

      (ii) Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any payment
      under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
      notice of a Termination Event or any agreement or obligation under Section
      4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
      in accordance with this Agreement if such failure is not remedied on or
      before the thirtieth day after notice of such failure is given to the
      party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document or
            the failing or ceasing of such Credit Support Document to be in full
            force and effect for the purpose of this Agreement (in either case
            other than in accordance with its terms) prior to the satisfaction
            of all obligations of such party under each Transaction to which
            such Credit Support Document relates without the written consent of
            the other party; or

            (3) the party or such Credit Support Provider disaffirms, disclaims,
            repudiates or rejects, in whole or in part, or challenges the
            validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made or
      repeated by the party or any Credit Support Provider of such party in this
      Agreement or any Credit Support Document proves to have been incorrect or
      misleading in any material respect when made or repeated or deemed to have
      been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to any
      applicable notice requirement or grace period, there occurs a liquidation
      of, an acceleration of obligations under, or an early termination of, that
      Specified Transaction, (2) defaults, after giving effect to any applicable
      notice requirement or grace period, in making any payment or delivery due
      on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at
      least three Local Business Days if there is no applicable notice
      requirement or grace period) or (3) disaffirm, disclaims, repudiates or
      rejects, in whole or in part, a Specified Transaction (or such action is
      taken by any person or entity appointed or empowered to operate it or act
      on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default, event
      of default or other similar condition or event (however

                                                                   ISDA (R) 1992


                                       5
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule) which
      has resulted in such Specified Indebtedness becoming, or becoming capable
      at such time of being declared, due and payable under such agreement or
      instruments, before it would otherwise have been due and payable or (2) a
      default by such party, such Credit Support Provider or such Specified
      Entity (individually or collectively) in making one or more payments on
      the due date thereof in an aggregate amount of not less than the
      applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party:---

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its
            winding-up, official management or liquidation (other than pursuant
            to a consolidation, amalgamation or merger); (6) seeks or becomes
            subject to the appointment of an administrator, provisional
            liquidator, conservator, receiver, trustee, custodian or other
            similar official for it or for all or substantially all its assets;
            (7) has a secured party take possession of all or substantially all
            its assets or has a distress, execution, attachment, sequestration
            or other legal process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged, stayed
            or restrained, in each case within 30 days thereafter; (8) causes or
            is subject to any event with respect to it which, under the
            applicable laws of any jurisdiction, has an analogous effect to any
            of the events specified in clauses (1) to (7) (inclusive); or (9)
            takes any action in furtherance of, or indicating its consent to,
            approval of, or acquiescence in, any of the foregoing acts; or

      (viii) Merger Without Assumption. The party or any Credit Support Provider
      of such party consolidates or amalgamates with, or merges with or into, or
      transfers all or substantially all its assets to, another entity and, at
      the time of such consolidation, amalgamation, merger or transfer:---

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event 

                                                                   ISDA (R) 1992


                                       6
<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:---

      (i) Illegality. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party):---

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

      (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action is
      taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
      required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
      than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger The party (the "Burdened Party") on the next
      succeeding Scheduled Payment Date will either (1) be required to pay an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount has been deducted or
      withheld for or on account of any Indemnifiable Tax in respect to which
      the other party is not required to pay an additional amount (other than by
      reason of Section 2(d)(i)4(A)or (B)), in either case as a result of a
      party consolidating or amalgamating with, or merging with or into, or
      transferring all or substantially all its assets to, an other entity
      (which will be the Affected Party) where such action does not constitute
      an event described in Section 5(a)(viii);

      (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
      in the Schedule as applying to the party, such party ("X"), any Credit
      Support Provider of X or any applicable Specified Entity of X consolidates
      or amalgamates with or merges with or into, or transfers all or
      substantially all its assets to, another entity and such action does not
      constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or

      (v) Additional Termination Event. If any "Additional Termination Event" is
      specified in the Schedule or any Confirmation as applying, the occurrence
      of such event (and, in such event, the Affected Party or Affected Parties
      shall be as specified for such Additional Termination Event in the
      Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

                                                                   ISDA (R) 1992


                                       7
<PAGE>

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the Defaulting Party") has occurred and is then
continuing, the other party (the "Non-defaulting Party") may, by not more than
20 days notice to the Defaulting Party specifying the relevant Event of Default,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying the
      nature of that Termination Event and each Affected Transaction and will
      also give such other information about that Termination Event as the other
      party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
      Affected Party, the Affected Party will, as a condition to its right to
      designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under section 6(b)(i) all its rights and obligations
      under this Agreement in respect of the Affected Transactions to another of
      its Offices or Affiliates so that such Termination Event ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days after
      the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
      Tax Event occurs and there are two Affected Parties, each party will use
      all reasonable efforts to reach agreement within 30 days after notice
      thereof is given under Section 6(b)(i) on action to avoid that Termination
      Event.

      (iv) Right to Terminate. If:--

            (1) a transfer under Section 6(b)(ii) or an agreement under Section
            6(b)(iii), as the case may be, has not been effected with respect to
            all Affected Transactions within 30 days after an Affected Party
            gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected Party,

      either party in the case of an Illegality, the Burdened Party in the case
      of a Tax Event Upon Merger, an Affected Party in the case of a Tax Event
      or an Additional Termination Event if there is more than one Affected
      Party, or the party which is not the Affected Party in the case of a
      Credit Event Upon Merger or an Additional Termination Event if there is
      only one Affected Party may, by not more than 20 days notice to the other
      party and provided that the relevant Termination Event is then

                                                                   ISDA (R) 1992


                                       8
<PAGE>

      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i) If notice designating an Early Termination Date is given under Section
      6(a) or (b), the Early Termination Date will occur on the date so
      designated, whether or not the relevant Event of Default or Termination
      Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early Termination
      Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
      respect of the Terminated Transactions will be required to be made, but
      without prejudice to the other provisions of this Agreement. The amount,
      if any, payable in respect of an Early Termination Date shall be
      determined pursuant to Section 6(e).

(d)   Calculations.

      (i) Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable detail,
      such calculations (including all relevant quotations and specifying any
      amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
      written confirmation from the source of a quotation obtained in
      determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of
      such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day that
      notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event of
      Default) and on the day which is two Local Business Days after the day on
      which notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated as a result of a Termination Event)
      Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgement) in
      the Termination Currency, from (and including) the relevant Early
      Termination Date to (but excluding) the date such amount is paid, at the
      Applicable Rate. Such interest will be calculated on the basis of daily
      compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss" and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subjected to Set-off.

      (i) Events of Default If the Early Termination Date results from an Event
      of Default--

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sums of the Settlement Amount (determined by the Non-defaulting
            party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid amounts owing to the
            Non-defaulting Party over (B) the Termination Currency of the Unpaid
            Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a positive
            number, the Non-defaulting Party's Loss in respect of this
            Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the

                                                                   ISDA (R) 1992


                                       9
<PAGE>

            Non-defaulting Party) in respect of the Termination Transactions and
            the Termination Currency Equivalent of the Unpaid Amounts owing to
            the Non-defaulting Party less (B) the Termination Currency
            Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
            that amount is a positive number, the Defaulting Party will pay to
            the Non-defaulting Party; if it is a negative number, the
            Non-defaulting Party will pay the absolute value of that amount to
            the Defaulting Party. (4) Second Method and Loss. If the Second
            Method and Loss apply, an amount will be payable equal to the
            Non-defaulting Party's Loss in respect of this Agreement. If that
            amount is a positive number, the Defaulting Party will pay it to the
            Non-Defaulting Party; if it is negative number, the Non-Defaulting
            Party will pay the absolute value of that amount to the Defaulting
            Party.

      (ii)  Termination Events. If the Early Termination Date results from a
      Termination Event:---

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Marked Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties:--

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (I) the sum of (a)
                  one-half of the difference between the Settlement amount of
                  the party with the higher Settlement amount ("X") and the
                  Settlement amount of the party with the lower Settlement
                  amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (II) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with the
                  lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is negative number, X will pay the absolute value of that amount
            to Y.

      (iii) Adjustment for Bankruptcy In circumstance where an Early Termination
      Date occurs because "Automatic Early Termination" applies in respect of a
      party, the amount determined under this Section 6(e) will be subject to
      such adjustments as are appropriate and permitted by law to reflect any
      payments or deliveries made by one party to the other under this Agreement
      (and retained by such other party) during the period from the relevant
      Early Termination Date to the date for payment determined under Section
      6(d)(ii).

      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
      the loss of protection against future risk and except as otherwise
      provided in this Agreement neither party will be entitled to recover any
      additional damages as a consequence of such losses.

                                                                   ISDA (R) 1992


                                       10
<PAGE>

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by the way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)   a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or salified by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgement or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such currency if such shortfall or such excess arises or result from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgement or order for the purpose of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner in good faith in converting the currency received into
the Contractual Currency, to purchase the Contractual Currency with the amount
of the currency of the judgment or order actually received by such party. The
term "rate of exchange" includes, without limitation, any premiums and costs of
exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)  Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof of being made for any other sums payable in respect of this
Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

                                                                   ISDA (R) 1992


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<PAGE>

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in respect
      of it) may be executed and delivered in counterparts (including by
      facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall by entered into as soon as practicable
      and may be executed and delivered in counterparts (including by facsimile
      transmission) or be created by and exchange of telexes or by an exchange
      of electronic messages on an electronic messaging system, which in each
      case will be sufficient for all purposes to evidence a binding supplement
      to this Agreement. The parties will specify therein or through another
      effective means that any such counterpart, telex or electronic message
      constitutes a Confirmation.

(f)   No waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other that its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction in entered into.

(b)   Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                                                   ISDA (R) 1992


                                       12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, cost of collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect to of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see schedule)
and will be deem effective as indicated:--

      (i) if in writing and delivered in person or by courier, on the date it is
      delivered;

      (ii) if sent by telex, on the date the recipient's answerback is received;

      (iii) if sent by facsimile transmission, on the date that transmission is
      received by a responsible employee of the recipient in legible form (it
      being agreed that the burden of proving receipt will be on the sender and
      will not be met by a transmission report generated by the sender's
      facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or the
      equivalent (return receipt requested), on the date that mail is delivered
      or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings related to
this Agreement ("Proceedings"), each party irrevocably:--

      (i) submits to the jurisdiction of English courts, if this Agreement is
      expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United States
      District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
      York; and

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim that
      such Proceedings have been brought in an inconvenient forum and further
      waives the right to object, with respect to such Proceedings, that such
      court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgements Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

                                                                   ISDA (R) 1992


                                       13
<PAGE>

reason any party's Process Agent unable to act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party . The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any manner
permitted by law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim such immunity in any Proceedings.

14.   Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii) on
which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting party, the Non-default
Rate; and

(d) In all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default  Rate"  means a rate per  annum  equal to the  cost  (without  proof or
evidence of any actual  cost) to the relevant  payee (as  certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                                                   ISDA (R) 1992


                                       14
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Deal" has the meaning specified in Section 5(a) and, if applicable, in
the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" meaning any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
a recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having executed,
delivered performed its obligations or received a payment under, or enforced,
this Agreement or a Credit Support Document).

"law" includes any treaty, law , rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
place(s) specified in the relevant Confirmation or, it not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to 5(a)(v)(2), in the relevant locations for performance with
respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and the party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them.) Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication. If Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotations" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date,

                                                                   ISDA (R) 1992


                                       15
<PAGE>

have been required after that date. For this purpose , Unpaid Amounts in respect
of the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e) and, if each party is
so obligated, after consultation with the other. If more than three quotations
are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and the lowest
quotations. For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market
Quotation in respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's home or
office.

"Potential Event of Default" means any event which, the giving of notice or the
lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or make an
extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

                                                                   ISDA (R) 1992


                                       16
<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or other wise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or taxing authority in respect of any payment under
this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5 (b).

"Terminated Transaction"means with respect to any Early Termination Date (a) if
resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Terminated Currency" has the meaning specified in the Schedule.

"Terminated Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obligated to make a determination under Section 6(e), be selected
in good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means a Illegality, a Tax Event or Tax Event Upon Merger or,
if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the amount
that became payable (or that would become payable but for Section 2(a)(iii)) to
such party under Section 2(a)(i) on or prior to such Early Termination Date and
which remain unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to
such party on or prior to such Early Termination Date and which has not been so
settled as at such Early Termination Date, an amount equal to the fair market

                                                                   ISDA (R) 1992


                                       17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obligated, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

YASUDA BANK & TRUST COMPANY
(U.S.A.)  as trustee for CITIBANK
CREDIT CARD MASTER TRUST I                CITIBANK (NEVADA),
                                          NATIONAL ASSOCIATION

By:/s/ Anthony A. Bocchino                By:/s/ Robert G. Boyt
   --------------------------                ----------------------------
     Anthony A. Bocchino                       Robert G. Boyt
     Vice President                            Vice President
     February 20, 1997                         February 20, 1997


                                                                   ISDA (R) 1992


                                       18


<PAGE>

                              Class B Certificates


                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                          dated as of February 20, 1997

                                     between

                     YASUDA BANK AND TRUST COMPANY (U.S.A.)
                         as trustee (the "Trustee") for
                CITIBANK CREDIT CARD MASTER TRUST I (the "Trust")
                                       and
            CITIBANK (NEVADA), NATIONAL ASSOCIATION ("Counterparty").


Part 1. Termination Provisions.

(a)  "Specified Entity" means in relation to the Trust for the purpose of:

         Section 5(a)(v),  None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

         and in relation to Counterparty for the purpose of:

         Section 5(a)(v),  None
         Section 5(a)(vi), None
         Section 5(a)(vii), None
         Section 5(b)(iv), None

(b)  "Specified Transaction" will have the meaning specified in Section 14.

(c)  "Events of Default". The following Events of Default will not apply to the
     Trust or any Credit Support Provider of the Trust and the definition of
     "Event of Default" in Section 14 is deemed to be modified accordingly:

         Section 5(a)(ii), (Breach of Agreement)
         Section 5(a)(iii), (Credit Support Default)
         Section 5(a)(iv), (Misrepresentation)
         Section 5(a)(v), (Default under Specified Transaction)
         Section 5(a)(vi), (Cross Default)
         Section 5(a)(vii), (Bankruptcy)


<PAGE>
                                                                              2


(d)  "Termination Events". The following Termination Events will not apply, to
     the extent Counterparty would have been the Affected Party or Burdened
     Party, as the case may be, and the definition of "Termination Event" in
     Section 14 is deemed to be modified accordingly:

          Section 5(b)(ii), (Tax Event)
          Section 5(b)(iii), (Tax Event Upon Merger)
          Section 5(b)(iv), (Credit Event Upon Merger)

(e)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to the Trust or Counterparty.

(f)  Payments on Early Termination. Notwithstanding any provision to the
     contrary in this Agreement, upon the occurrence of an Early Termination
     Date in respect of one or more outstanding Transactions:

          (i) the provisions of Sections 6(d)(i) (to the extent they relate to
          obtaining Market Quotations) and 6(e)(i), (ii) and (iv) shall not
          apply;

          (ii) each reference in this Agreement to an amount calculated as being
          due in respect of any Early Termination Date under Section 6(e) shall
          be deemed to refer to an amount calculated in accordance with Part
          1(f)(iii) of this Schedule;

          (iii) the amount payable in respect of such Early Termination Date
          will be the amount (determined by the Calculation Agent and netted in
          accordance with Section 2(c)) that is the sum of the Termination
          Currency Equivalent of (1) all Unpaid Amounts in respect of the
          Terminated Transactions, (2) all amounts that would be payable if such
          Early Termination Date were the next Scheduled Payment Date in respect
          of each Terminated Transaction, and (3) each other amount calculated
          as being due pursuant to the Confirmation for each Terminated
          Transaction; and

          (iv) the amount determined in accordance with paragraph (iii) above
          will be paid by the relevant party on the day that, but for the
          declaration of such Early Termination Date, would have been the next
          Payment Date in respect of the Terminated Transactions.


<PAGE>
                                                                               3


(g)  "Termination Currency" means United States Dollars.

(h)  "Transfer to Avoid Termination Event". Section 6(b)(ii) is hereby amended
     by adding at the end thereof before the period in the third paragraph the
     following condition:

          "and the prior written confirmation from each Rating Agency that the
          then-current ratings of the obligations represented by the
          Certificates will not be negatively affected by such transfer".

(i)  Additional Termination Event will apply. An additional Termination Event
     shall occur if an Early Termination Date is designated in respect of any
     Transaction entered into pursuant to the Master Agreement dated as of the
     date hereof and headed "Class B Certificates" (the "Citibank (South Dakota)
     Master Agreement") between Citibank (South Dakota), N.A. ("Citibank (South
     Dakota)") and the Trustee as trustee on behalf of the Trust. For the
     purposes of the foregoing Termination Event, each party hereto shall be an
     Affected Party.

(j)  The Trust's Ability to Terminate. Notwithstanding any other provision of
     this Agreement, the Trust may, in its sole discretion, designate an Early
     Termination Date (provided that such date is a Scheduled Payment Date and
     that the Trust gives effect to all payments due on such date) in respect of
     all outstanding Transactions upon at least five days prior notice to the
     Counterparty; provided, however, that the Trust may not make such
     designation unless it has received the prior approval of the Rating Agency.
     All outstanding Transactions terminated pursuant to the foregoing provision
     shall constitute Terminated Transactions.


Part 2.  Tax Representations.

(a)  Payer Representations. For the purpose of Section 3(e), each of the Trust
     and Counterparty represents that it is not required by any applicable law,
     as modified by the practice of any relevant governmental revenue authority,
     of any Relevant Jurisdiction to make any deduction or withholding for or on
     account of any Tax from any payment (other than interest under Section
     2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this
     Agreement. In making this


<PAGE>
                                                                               4


     representation, it may rely on (i) the accuracy of any representation made
     by the other party pursuant to Section 3(f), (ii) the satisfaction of the
     agreement contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
     effectiveness of any document provided by the other party pursuant to
     Section 4(a)(i) or 4(a)(iii) and (iii) the satisfaction of the agreement of
     the other party contained in Section 4(d), provided that it shall not be a
     breach of this representation where reliance is placed on clause (ii) and
     the other party does not deliver a form or document under Section 4(a)(iii)
     by reason of material prejudice to its legal or commercial position.

(b)  Payee Representations.

          (i) Trust Representation. For the purpose of Section 3(f), the Trust
          makes no representations.

          (ii) Counterparty Representation. For the purpose of Section 3(f),
          Counterparty makes no representations.

Part 3. Agreement to Deliver Documents.

For  the purpose of Sections 4(a)(i) and (ii):

(a)  Tax forms, documents or certificates to be delivered are:

          Each party agrees to complete, accurately and in a manner reasonably
          satisfactory to the other party, and to execute, arrange for any
          required certification of, and deliver to the other party (or to such
          government or taxing authority as the other party reasonably directs),
          any form or document that may be required or reasonably requested in
          order to allow the other party to make a payment under this Agreement
          without any deduction or withholding for or on account of any Tax or
          with such deduction or withholding at a reduced rate, promptly upon
          the earlier of (i) reasonable demand by the other party and (ii)
          learning that the form or document is required.

(b)  Other documents to be delivered are:


<PAGE>
                                                                               5


PARTY        FORM/DOCUMENT/          DATE BY           COVERED
REQUIRED     CERTIFICATE             WHICH             BY
TO DELIVER                           TO BE             SECTION
DOCUMENT                             DELIVERED         3(D)
                                                       REPRESENTATION

Trust and    Certified copies        Upon              Yes
Counterparty of all                  execution of
             documents               this
             evidencing              Agreement.
             necessary
             corporate and
             other
             authorizations
             and approvals
             with respect to
             the execution,
             delivery and
             performance by
             the party of
             this Agreement,
             each
             Confirmation
             and any
             applicable
             Credit Support
             Document.

Trust and    A certificate of        Upon              Yes
Counterparty an authorized           execution of
             officer of the          this
             party certifying        Agreement.
             the names, true
             signatures and
             authority of the
             officers of the
             party signing
             this Agreement
             and any
             applicable
             Credit Support
             Document.

Counterparty Legal opinion in        Upon              No.
             a form                  execution of
             reasonably              this
             acceptable to           Agreement.
             the Trustee,
             relating to the
             enforceability
             of
             Counterparty's
             obligations
             under this
             Agreement.


Part 4. Miscellaneous.

(a)  Addresses for Notices. For the purpose of Section 12(a):

               Address for notices or communications to the Trustee or the
               Trust:

               Address: 666 Fifth Avenue, Suite 802,
                        New York, New York 10103
               Attention: Corporate Trust Department
               Fax No.: (212) 373-5998
               Telephone No.: (212) 373-5918

               Address for notices or communications to Counterparty:

               Address: 8725 West Sahara Avenue
                        Las Vegas, Nevada 89163
               Attention: Mr. Robert Boyt


<PAGE>
                                                                               6


               Fax No.: (702) 797-4455
               Telephone No.: (702) 797-4875

(b)  Process Agent. For the purpose of Section 13(c), the Trust appoints the
     Trustee as its Process Agent.

(c)  Offices. The provisions of Section 10(a) will apply to the Trust and
     Counterparty.

(d)  Multibranch Party. For the purpose of Section 10(c), the Trust is not a
     Multibranch Party, and Counterparty is not a Multibranch Party.

(e)  Calculation Agent. The Trustee, on behalf of the Trust, will be the
     Calculation Agent (it being understood that the Trustee has appointed the
     Servicer under the Pooling and Servicing Agreement to perform the duties of
     Calculation Agent hereunder).

(f)  Credit Support Document and Credit Support Provider. None.

(g)  GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
     ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
     REFERENCE TO ITS CHOICE OF LAW DOCTRINE.

(h)  "Affiliate" will have the meaning specified in Section 14.

Part 5. Other Provisions.

(a)  Tax Treatment. For purposes of Federal income taxes, the parties agree (to
     the extent permitted by applicable law) to treat this Agreement as being
     entered into between Counterparty, on the one hand, and Citibank (South
     Dakota) and Citibank (Nevada), National Association ("Citibank (Nevada)"),
     on the other hand; provided that Counterparty's compliance with the terms
     of this Agreement and any Confirmation shall not be deemed to violate this
     provision.

(b)  Definitions. The applicability of the 1991 ISDA Definitions, the 1992 ISDA
     Municipal Counterparty Definitions and the 1992 ISDA FX and Currency Option
     Definitions to any Transaction shall be specified in the Confirmation for
     such Transaction.


<PAGE>
                                                                               7


(c)  Waiver of Jury Trial. The following paragraph shall be added to this
     Agreement as a new Section 15:

               "15. Jury Trial. Each party hereby waives its respective right to
               jury trial with respect to any litigation arising under, or in
               connection with, this Agreement or any Transaction."

(d)  Waiver of Setoff. Notwithstanding any provision of this Agreement or any
     other existing or future agreement, each of Counterparty and the Trust
     irrevocably waives any and all rights it may have to set off, net, recoup
     or otherwise withhold or suspend or condition payment or performance of any
     obligation between the Trust and Counterparty hereunder against any
     obligations between the Trust and Counterparty under any other agreements
     or otherwise.

(e)  Consent to Recording. Each party consents to the monitoring or recording,
     at any time and from time to time, by the other party of any and all
     communications between officers or employees of the parties, waives any
     further notice of such monitoring or recording and agrees to notify its
     officers and employees of such monitoring or recording.

(f)  No Personal Liability. The obligations of the Trust under this Agreement
     are not personal obligations of the Trustee and, as a result, the Trustee
     will have no personal liability for any amounts required to be paid by the
     Trust under this Agreement.

(g)  No Petition. Counterparty hereby agrees that it will not, prior to the date
     which is one year and one day after the date on which all certificates or
     securities issued by the Trust have been paid in full, acquiesce, petition
     or otherwise invoke or cause the Trust to invoke the process of any
     governmental authority for the purpose of commencing or sustaining a case
     against the Trust under any Federal or state bankruptcy, insolvency or
     similar law or appointing a receiver, liquidator, assignee, trustee,
     custodian, sequestrator or other similar official of the Trust or any
     substantial part of its property or ordering the winding-up or liquidation
     of the Trust.


<PAGE>
                                                                               8


(h)  Amendment. No amendment, modification or waiver in respect of this
     Agreement will be effective unless (a) it is made in accordance with
     Section 9(b) and (b) each Rating Agency shall have notified Counterparty
     and the Trustee that such amendment, modification or waiver will not result
     in a reduction or withdrawal of the rating of the obligations represented
     by any Certificates.

(i)  Capitalized Terms. Capitalized terms not otherwise defined herein shall,
     where used herein or in any Confirmation, have the meanings assigned to
     them in the Pooling and Servicing Agreement (the "Pooling and Servicing
     Agreement") dated as of May 29, 1991 between Citibank (Nevada) as Seller,
     Citibank (South Dakota) as Seller and Servicer, and the Trustee as trustee,
     as supplemented by the Series 1997-4 supplement thereto dated as of
     February 20, 1997 (the "Supplement").


<PAGE>


Please confirm your agreement to the terms of the foregoing Schedule by signing
below.


YASUDA BANK AND TRUST                   CITIBANK (NEVADA), NATIONAL
  COMPANY (U.S.A.),                         ASSOCIATION
as trustee for CITIBANK
CREDIT CARD MASTER TRUST I


By: /s/ Anthony A. Bocchino             By: /s/ Robert G. Boyt
    --------------------------              -----------------------
    Name: Anthony A. Bocchino               Name: Robert G. Boyt
    Title: Vice President                   Title: Vice President


<PAGE>

                              Class B Certificates


                                  CONFIRMATION


To:          Yasuda Bank and Trust Company
             (U.S.A.), as Trustee (the
             "Trustee"), on behalf of
             Citibank Credit Card Master
             Trust I (the "Trust")

From:        Citibank (Nevada), National Association
             ("Counterparty")

Date:        February 20, 1997


     The purpose of this letter agreement is to set forth the terms and
conditions of the Swap Transaction entered into between us on the Trade Date
specified below (the "Swap Transaction"). This letter constitutes a
"Confirmation" as referred to in the Master Agreement specified below.

     1. This Confirmation supplements, forms a part of, and is subject to, the
Master Agreement (including the Schedule thereto) dated as of February 20, 1997
headed "Class B Certificates" (the "Master Agreement") between you and us. All
provisions contained or incorporated by reference in the Master Agreement shall
govern this Confirmation except as expressly modified below.

     The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.

     This Confirmation will be governed by and construed in accordance with the
laws of the State of New York, without reference to choice of law doctrine.

     2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:

Transaction Type:                      Rate Swap Transaction

Notional Amount:                       With respect to each Calculation Period,
                                       63.74% of


<PAGE>
                                                                               2


                                       the Class B Invested Amount on the first
                                       day of such Calculation Period (after
                                       giving effect to any increase or decrease
                                       of the Class B Invested Amount on such
                                       day)

Trade Date:                            February 20, 1997

Effective Date:                        February 20, 1997

Termination Date:                      The earlier of (a) the Termination Date
                                       (as defined in the Supplement) and (b)
                                       the Distribution Date on which the
                                       outstanding principal amount of the Class
                                       B Certificates is reduced to zero

Fixed Amounts:

         Fixed Rate Payer:             Trust

         Fixed Rate Payer
         Payment Date-
         Early Payment:
                                       One Business Day

         Fixed Rate Payer
         Period End Date:              Each Distribution Date

         Fixed Amount:                 (a) With respect to the first Payment
                                       Date, $118,707.67 and (b) at all other
                                       times, one- twelfth of the product
                                       of 6.9839% and the Notional Amount

Floating Amounts:

         Floating Rate
         Payer:                        Counterparty

         Calculation Dates:            The first day of each Calculation Period

         Floating Rate Payer
         Payment Date:                 Each Fixed Rate Payer Payment Date


<PAGE>
                                                                               3


         Floating Rate Payer
         Period End Date:
                                       Each Fixed Rate Payer Period End Date

         Floating Rate
         Option:                       USD-LIBOR-BBA

         Designated Maturity:          (a) Following the occurrence of an
                                       Amortization Event, one month, and (b) at
                                       all other times, three months

         Spread:                       Plus 0.29%, provided that the per annum
                                       rate (Floating Rate plus Spread) for the
                                       first four Calculation Periods
                                       shall be 5.78244%

         Floating Rate Day
         Count Fraction:               Actual/360

         Reset Dates:                  Each Class B Payment Date

         Business Days:                New York, Nevada and South Dakota

         Business Day Convention:      Following


                  3.  Account Details.

         Payments to the Trust:        Citibank, N.A.
                                       Corporate Trust
                                       ABA:  021000089
                                       Ref:  CCIMT 97-4
                                       Attention:  Jenny Cheng
                                       A/C:  102786

         Payments to Counterparty:
                                       Citibank (Nevada), National Association
                                       ABA:  122401710
                                       Ref:  CCIMT 97-4 Swap


<PAGE>
                                                                               4


         Each amount payable with respect to this Swap Transaction shall be paid
         by 12:00 p.m., New York City time, on the relevant Payment Date.

     4. Counterparty Downgrade. If (i) the unsecured, unguaranteed, short-term
debt rating of Counterparty is reduced below A-1+ or withdrawn by Standard &
Poor's Rating Services ("Standard & Poor's") or (ii) the unsecured, unguaranteed
long-term debt rating of Counterparty is reduced below Aa3 or withdrawn by
Moody's Investors Service, Inc. ("Moody's"), Counterparty shall promptly notify
the Trustee (and any permitted assignee or transferee of the Trustee) of such
event, and shall, within 30 days of the date of occurrence of such event, with
the prior written confirmation of each Rating Agency that such arrangement will
not result in the reduction or withdrawal of the then-current rating of any
Certificates, either:

               (a) transfer, solely at its cost or benefit, as the case may be,
          its rights and obligations pursuant to this Swap Transaction to
          another counterparty with an unsecured, unguaranteed, short-term debt
          rating from Standard & Poor's of no lower than A-1+ and an unsecured,
          unguaranteed long-term debt rating from Moody's of no lower than Aa3
          (or effect the same economic result by agreeing to terminate this Swap
          Transaction and arranging for such a counterparty to enter into a
          replacement transaction with the Trust on terms substantially the same
          as those contained herein); or

               (b) if Counterparty, using its best efforts, is unable to find
          such a counterparty willing to accept such a transfer (or enter into
          such replacement transaction), enter into any other arrangement
          satisfactory to Counterparty, the Trustee, the Servicer, and the
          Rating Agencies.

               The failure of Counterparty to satisfy its obligations under this
          Clause 4 shall not, in and of itself, give rise to any Event of
          Default or otherwise be the basis for the designation of an Early
          Termination Event.


<PAGE>


     Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.


                                        Very truly yours,

                                        CITIBANK (NEVADA), NATIONAL
                                        ASSOCIATION

                                           by /s/ Robert G. Boyt
                                              -------------------------
                                              Name: Robert G. Boyt
                                              Title: Vice President


Accepted and confirmed as of
the date first above written:

YASUDA BANK AND TRUST COMPANY
(U.S.A.), as Trustee on behalf of
CITIBANK CREDIT CARD MASTER
TRUST I,

  by /s/ Anthony A. Bocchino
  ------------------------------
  Name: Anthony A. Bocchino
  Title: Vice President

<PAGE>

                                   SCHEDULE I

                                 LIST OF DEALERS



CLASS A CERTIFICATES

Goldman, Sachs & Co.
Citibank, N.A.
Credit Suisse First Boston Corporation
Salomon Brothers Inc


CLASS B CERTIFICATES

Citibank, N.A.
Goldman, Sachs & Co.