EXECUTION COPY






________________________________________________________________________________





                         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 1997-10 SUPPLEMENT

                          Dated as of November 10, 1997

                                       to

                         POOLING AND SERVICING AGREEMENT

                            Dated as of May 29, 1991



                       CITIBANK CREDIT CARD MASTER TRUST I

                                 SERIES 1997-10







________________________________________________________________________________


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page


                                   ARTICLE I

                   Creation of the Series 1997-10 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" .................................... 27

                                   ARTICLE III

                              Servicer and Trustee

Section 3.01.  Servicing Compensation ....................................... 27
Section 3.02.  Trustee Appointment of Agents ................................ 30

                                   ARTICLE IV

                   Rights of Series 1997-10 Certificateholders
                               and Allocation and
                           Application of Collections

Section 4.01.  Allocations .................................................. 30
Section 4.02.  Determination of Monthly Interest ............................ 31
Section 4.03.  Determination of Monthly
                           Principal ........................................ 33
Section 4.04.  Establishment of Funding Accounts ............................ 34
Section 4.05.  Required Amount .............................................. 36
Section 4.06.     Application of Reallocated Investor
                  Finance Charge Collections and
                  Available Investor Principal
                  Collections ............................................... 37
Section 4.07.     Distributions to Series 1997-10
                  Certificateholders ........................................ 43
Section 4.08.  Investor Charge-Offs ......................................... 44
Section 4.09.  Excess Finance Charge Collections ............................ 45
Section 4.10.  Subordinated Principal Collections ........................... 48
Section 4.11.  Credit Enhancement ........................................... 49
Section 4.12.  Reallocated Investor Finance Charge


<PAGE>

                                                                          - ii -

                                TABLE OF CONTENTS
                                    (cont'd)

                                                                            Page

               Collections .................................................. 56
Section 4.13.  Excess Principal Collections ................................. 58

                                    ARTICLE V

                          Distributions and Reports to
                        Series 1997-10 Certificateholders

Section 5.01.  Distributions ................................................ 58
Section 5.02.     Reports and Statements to
                  Series 1997-10 Certificateholders ......................... 59

                                   ARTICLE VI

                               Amortization Events

Section 6.01.  Additional Amortization Events ............................... 60

                                   ARTICLE VII

                   Optional Repurchase; Additional Issuances;
                               Accumulation Period

Section 7.01.  Optional Repurchase .......................................... 61
Section 7.02.     Additional Issuances of Series 1997-10
                  Certificates .............................................. 62
Section 7.03.  Accumulation Period Postponement ............................. 65

                                  ARTICLE VIII

                               Final Distributions

Section 8.01.     Sale of Certificateholders' Interest
                           pursuant to Section 2.06 or 10.01 of the
                           Agreement ........................................ 66
Section 8.02.     Distribution of Proceeds of Sale,
                           Disposition or Liquidation of the
                           Receivables Pursuant to Section 9.02
                           of the Agreement ..................................68


<PAGE>

                                                                         - iii -

                                TABLE OF CONTENTS
                                    (cont'd)

                                                                            Page
                                   ARTICLE IX

                                    Covenants

Section 9.01.  Reduction in Portfolio Yield.................................. 71

                                    ARTICLE X

                            Miscellaneous Provisions

Section 10.01.  Ratification of Agreement.................................... 72
Section 10.02.  Counterparts ................................................ 72
Section 10.03.  Governing Law ............................................... 72
Section 10.04.  Construction of Agreement.................................... 72

                                    EXHIBITS

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


                                    SCHEDULE

Schedule 1        Recognized Dealers


<PAGE>

                           SERIES 1997-10 SUPPLEMENT dated as of
                           November 10, 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 1997-10 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
1997-10". The Series 1997-10 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 1997-10", and the second of which shall be
known as the "Floating Rate Class B Credit Card Participation Certificates,
Series 1997-10".

                  (b) Series 1997-10 shall be included in Group One.
Notwithstanding any provision in the Agreement or in this Series Supplement, the
first Distribution Date with respect to Series 1997-10 shall be the December
1997 Distribution Date.

                  (c)  In the event that any term or provision
contained herein shall conflict with or be inconsistent with


<PAGE>

                                                                               2

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 October 1998, 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 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).


<PAGE>

                                                                               3

                  "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.

                  "Adjusted Invested Amount" shall mean the Series Adjusted
Invested Amount with respect to Series 1997-10.

                  "Allocable Defaulted Amount" shall mean, with respect to any
Due Period, an amount equal to the product of (a) the Series 1997-10 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
1997-10 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.



<PAGE>

                                                                               4

                  "Allocable Miscellaneous Payments" shall mean, with respect to
any Distribution Date, the product of (a) the Series 1997-10 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 1997-10
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.


                  "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

<PAGE>

                                                                               5

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 1997-10
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.

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

                  "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
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 1997-10
Certificates with respect to the Economic Special Payment Date, if any, pursuant
to Section 4.11(i)(D) and (E).


<PAGE>

                                                                               6

                  "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 1997-10
Certificates, with respect to the Economic Special Payment 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)), (b) 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 and (c) a fraction, the
numerator of which is equal to the sum of (i) the product of (x) the Class A
Certificate Rate with respect to the applicable Interest Period 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 Certificate Rate with respect to the
applicable Interest


<PAGE>

                                                                               7

Period 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 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)), (B) 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 and (C) the
Class B Certificate Rate with respect to the applicable Interest Period.

                  "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.

                  "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 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.


<PAGE>

                                                                               8

                  "Class A Certificate Rate" shall mean, with respect to any
Interest Period, a per annum rate equal to LIBOR for such Interest Period,
calculated on the basis of the actual number of days in the year divided by a
360-day year.

                  "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.

                  "Class A Covered Amount" shall mean, with respect to any
Monthly Period, the product of (a) the Class A Certificate Rate, (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.

                  "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 November
1999 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.

                  "Class A Initial Invested Amount" shall mean the sum of the
aggregate initial principal amount of the Class A Certificates, which is
$500,000,000 on the Closing Date, and the aggregate initial principal amount of
any Additional Class A Certificates.


<PAGE>

                                                                               9

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

                  "Class A Interest Payment Date" shall mean the fifteenth day
of each month (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
December 1997 Distribution Date.

                  "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.

                  "Class A Investment Fee" shall mean, for each Distribution
Date beginning with the December 1998 Distribution Date and ending with the
Distribution Date immediately preceding the Class A Expected Final Payment Date,
a fee in an amount equal to $513,648, $469,233, $424,421, $378,814, $333,030,
$286,838, $240,059, $192,894, $145,349, $97,262, $48,837 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).


<PAGE>

                                                                              10

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

      "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 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
0.16%, calculated on the basis of the actual number of days in the year divided
by a 360-day year.

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


<PAGE>

                                                                              11

                  "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 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 November 1999
Distribution Date.

                  "Class B Initial Invested Amount" shall mean the sum of the
aggregate initial principal amount of the Class B Certificates, which is
$32,000,000 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 fifteenth day
of each month (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
December 1997 Distribution Date.

      "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 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


<PAGE>

                                                                              12

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

      "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).

      "Closing Date" shall mean November 10, 1997.

      "Controlled Amortization Amount" shall mean $45,454,545; 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


<PAGE>

                                                                              13

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 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 October 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 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).


<PAGE>

                                                                              14

      "Distribution Date" shall mean the fifteenth day of each calendar month,
or if such fifteenth day is not a Business Day, the next succeeding Business
Day, commencing December 15, 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 1997-10 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.

      "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 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), (b) the Class B
Certificate Rate 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; provided, however, that
with respect to the first Distribution Date, the Excess Interest Amount shall be
zero.


<PAGE>

                                                                              15

      "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.

      "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 1997-10 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 1997-10
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


<PAGE>

                                                                              16

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 1997-10 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 1997-10 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 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 1997-10 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 1997-10 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

<PAGE>

                                                                              17

(a) Series 1997-10 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 1997-10 Certificates on the
related Additional Issuance Date.

      "Initial Cash Collateral Amount" shall mean the sum of (x) $37,240,000 and
(y) the aggregate amount of any additional credit enhancement provided by the
Cash Collateral Depositor for the benefit of the Series 1997-10 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) $10,640,000
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) $26,600,000
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.


<PAGE>

                                                                              18

      "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).

      "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.

      "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,


<PAGE>

                                                                              19

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), (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.

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


<PAGE>

                                                                              20

      "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 1997-10 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 1997-10
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 any, on such Distribution Date, plus
(iii) accrued and unpaid interest on the unpaid balance of the Series 1997-10
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


<PAGE>

                                                                              21

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.

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

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

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


<PAGE>

                                                                              22

      "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 1997-10" or "Series 1997-10 Certificates" shall mean the Series of
Investor Certificates (including any Additional Investor Certificates), the
terms of which are specified in this Series Supplement.

      "Series 1997-10 Accounts" shall have the meaning set forth in Section
4.04(c).

      "Series 1997-10 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 1997-10 Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 1997-10.

      "Series 1997-10 Certificateholders" shall mean the Holders of Series
1997-10 Certificates.

      "Series 1997-10 Certificateholders' Interest" shall mean the Class A
Certificateholders' Interest and the Class B Certificateholders' Interest.

      "Series 1997-10 Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the Allocable Defaulted Amount for the
related Due Period.

      "Series 1997-10 Excess Principal Collections" shall mean that portion of
Excess Principal Collections allocated to Series 1997-10 pursuant to Section
4.13.

      "Series 1997-10 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


<PAGE>

                                                                              23

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 December 1998 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 1997-10 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) and (b)(i) 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) and (d)(i) (excluding any amounts relating to the Class A Funding
Account Shortfall).

      "Series 1997-10 Principal Shortfall" shall have the meaning specified in
Section 4.13.

      "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.


<PAGE>

                                                                              24

      "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 1997-10
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 1997-10 and treated as a
portion of Available Investor Principal Collections for such Distribution Date.

      "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 minus (b) the sum of the amounts (but not
including any amounts relating to any Class A Funding Account Shortfall 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).

      "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 November 2001 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 1997-10.


<PAGE>

                                                                              25

      "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 1997-10 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 1997-10 with respect 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 1997-10, Moody's and Standard
& Poor's. As used in this Series Supplement and in the Agreement with respect to
Series 1997-10 (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.


<PAGE>

                                                                              26

      (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".

      (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 1997-10 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


<PAGE>

                                                                              27

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 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 1997-10, shall mean, for any Due Period, the initial principal amount of
the Series 1997-10 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).


                                   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


<PAGE>

                                                                              28

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 1997-10 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 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


<PAGE>

                                                                              29

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 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 1997-10
Allocation Percentage for the related Due Period. In no event shall the Trust,
the Trustee, the Series 1997-10 Certificateholders, 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.


<PAGE>

                                                                              30

      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 1997-10; 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 1997-10.


                                   ARTICLE IV

                 Rights of Series 1997-10 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 1997-10 pursuant to Article IV of the Agreement
(and, as described herein, Collections of Finance Charge Receivables reallocated
from other Series in 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


<PAGE>

                                                                              31

     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 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 1997-10 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 from the Collection Account
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


<PAGE>

                                                                              32

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 $2,749,565.97; 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 Determination 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 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
with respect to the applicable Interest Period, (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 from the Collection Account 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


<PAGE>

                                                                              33

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 $180,950.00;
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 Determination Date preceding each Class B Payment Date, the
Servicer shall determine the excess, if 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 with respect to the applicable Interest
Period, (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


<PAGE>

                                                                              34

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 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


<PAGE>

                                                                              35

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, as applicable) 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 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 Class A Payment 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.


<PAGE>

                                                                              36

      (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 1997-10 Accounts")
and in all proceeds thereof. The Series 1997-10 Accounts shall be under the sole
dominion and control of the Trustee 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 1997-10 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 1997-10 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 1997-10 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 1997-10 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 1997-10 Accounts for the purpose of
making distributions to the Series 1997-10 Certificateholders.

      Section 4.05. Required Amount. With respect to each Distribution Date, on
the related Determination 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


<PAGE>

                                                                              38

an Affiliate of Citibank (South Dakota) is no longer the Servicer, the
Class A Monthly Servicing Fee for such Distribution Date and (v) the Class A
Investor Default Amount, if any, for such Distribution Date exceeds (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. The Servicer will give the Trustee
notice of the Required Amount on any Determination 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, on
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 1997-10 from other Series in
Group One 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), on each Distribution Date, an amount equal
to the product of (x) Reallocated Investor Finance Charge Collections with
respect to such Distribution Date and (y) the Class A


<PAGE>

                                                                              38

Invested Percentage for 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) 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;

            (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) on each Distribution Date beginning with the December 1998
      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.


<PAGE>

                                                                              39

      (b) Subject to Section 4.06(d), on each Distribution Date, an amount equal
to the product of (x) Reallocated Investor Finance Charge Collections with
respect to such Distribution Date and (y) the Class B Invested Percentage for
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) 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;

            (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.


<PAGE>

                                                                              40

      (c) On each Distribution Date with respect to a Monthly Period, an amount
equal to the Class A Allocable Share with respect 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) 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) 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;

            (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>

                                                                              41

            (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) On each Distribution Date with respect to a Monthly Period, an amount
equal to the Class B Allocable Share with respect 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) 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;

            (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.

      (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


<PAGE>

                                                                              42

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;

            (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


<PAGE>

                                                                              43

      Collections and applied in accordance with Section 4.04 of the
      Agreement.

      Section 4.07. Distributions to Series 1997-10 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 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.


<PAGE>

                                                                              44

      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 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


<PAGE>

                                                                              45

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 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 (or on the related Transfer Date, if so specified),
Excess Finance Charge Collections


<PAGE>

                                                                              46

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 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;

      (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) an amount equal to (i) 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, (ii) the
Cumulative Excess Interest Amount for such Distribution Date and (iii) 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;

      (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


<PAGE>

                                                                              47

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 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


<PAGE>

                                                                              48

Collateral Amount for each Additional Cash Collateral Account over the
amount of funds on deposit in the 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 on the related Transfer Date, 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 on the
related Transfer Date 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, 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
shall be applied first to pay amounts due with respect

<PAGE>

                                                                              49

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 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 1997-10 Certificateholders and the Cash Collateral Depositor, as
their interests appear herein, a "Sellers Collateral Account" and a "Bank
Collateral Account", each of 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 1997-10 Certificateholders and
the Cash Collateral Depositor. The Sellers Collateral Account and the Bank
Collateral Account are collectively referred to as the "Cash Collateral
Account". 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 1997-10 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 1997-10 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 to which each Rating Agency may consent) establish a new account
meeting the conditions specified above as an


<PAGE>

                                                                              50

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 1997-10 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 1997-10 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 1997-10 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 1997-10 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 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


<PAGE>

                                                                              51

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 1997-10 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
application 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


<PAGE>

                                                                              52

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 1997-10 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 Determination 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, 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 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 Determination 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),


<PAGE>

                                                                              53

as the case may be, and Section 4.09(c) on the related Distribution Date)
of (i) 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), (ii) 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), (iii) 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 (iv) 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).

      (e) On each Determination 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 Determination Date (commencing with the Determination Date
preceding the Class B Principal Commencement Date), the Servicer shall calculate
the amount (the "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 1997-10 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


<PAGE>

                                                                              54

"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 Determination 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 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 Exhibits B-1 and B-2, respectively, of such positive
Total Draw Amount on the related Determination 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 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


<PAGE>

                                                                              55

         (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 immediately deposited by the Trustee into
         the Class B Interest Funding Account;

               (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.


<PAGE>

                                                                              56

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. 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.

      (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 1997-10 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
1997-10 Monthly Interest, Series 1997-10 Default Amount, Series 1997-10 Monthly
Fees and Series 1997-10 Additional


<PAGE>

                                                                              57

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
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 1997-10 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 1997-10 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 1997-10
         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
         1997-10 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


<PAGE>

                                                                              58

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.

      Section 4.13. Excess Principal Collections. (a) That portion of Excess
Principal Collections for any Distribution Date equal to the amount of Series
1997-10 Excess Principal Collections for such Distribution Date will be
allocated to Series 1997-10 and will be distributed as set forth in this Series
Supplement.

      (b) Series 1997-10 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 1997-10 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 1997-10 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 1997-10 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 1997-10 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
1997-10 Excess Principal Collections).


                                    ARTICLE V

                          Distributions and Reports to
                        Series 1997-10 Certificateholders

      Section 5.01. Distributions. (a) On each Class A Payment Date, the Paying
Agent shall distribute to


<PAGE>

                                                                              59

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.

      (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 1997-10 Certificateholders hereunder
shall be made by check mailed to each Series 1997-10 Certificateholder at such
Certificateholder's address appearing in the Certificate Register without
presentation or surrender of any Series 1997-10 Certificate or the making of any
notation thereon; provided, however, that with respect to Series 1997-10
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 1997-10 Certificateholders.
(a) On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall
forward to each Series 1997-10 Certificateholder a statement substantially in
the form of Exhibit C prepared by the Servicer.


<PAGE>

                                                                              60

      (b) Not later than the fourth Business Day preceding each Distribution
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 1997-10 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 1997-10 Certificateholder, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to
Series 1997-10 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 1997-10 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 1997-10 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.


                                   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 1997-10


<PAGE>

                                                                              61

Certificateholders, be deemed to be an Amortization Event solely with
respect to Series 1997-10:

                  (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 1997-10 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.


                                   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 1997-10 Certificateholders' Interest, at a purchase price
equal to the Reassignment Amount for such Distribution Date.


<PAGE>

                                                                              62

      (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
1997-10 Certificates shall be deemed 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
1997-10 Certificateholders shall be made to the Sellers.

      Section 7.02. Additional Issuances of Series 1997-10 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.


<PAGE>

                                                                              63

      (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 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 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 1997-10 Certificateholders


<PAGE>

                                                                              64

            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 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); and

                  (xv) the Sellers shall have delivered to the Trustee an
            Officer's Certificate, dated the Additional


<PAGE>

                                                                              65

            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 October 1998; 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 October 1998 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 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


<PAGE>

                                                                              66

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 1997-10 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.

      (ii) The amount to be paid by the Sellers with respect to Series 1997-10
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,


<PAGE>

                                                                              67

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 1997-10 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
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, will be
deposited into the Class A Interest Funding Account, (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


<PAGE>

                                                                              68

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, will be deposited into
the Class B Interest Funding Account, 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 Series 1997-10 Certificateholders shall be distributed in
full to the Series 1997-10 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


<PAGE>

                                                                              69

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 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 for 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, (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 for such
Distribution Date and any Class A Funding Account Shortfall previously due but
not deposited into the Class A Interest Funding Account on a prior Distribution
Date, from the portion of the Insolvency Proceeds allocated to Allocable Finance
Charge Collections and deposit such


<PAGE>

                                                                              70

amount in the Class A Interest 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 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 for 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, (y) the Cumulative Excess Interest 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 deposit such amount into the Class B
Interest 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 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 1997-10 Certificateholders shall be distributed in full to the Series
1997-10 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.


<PAGE>

                                                                              71

      (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 1997-10 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 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


<PAGE>

                                                                              72

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 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>

                                                                              73

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 D. Clark
                                   Title: Chief Financial Officer


                                   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. [       ]

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

      [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 1997-10

                        FLOATING RATE CLASS A CREDIT CARD

                            PARTICIPATION CERTIFICATE

                      Class A Expected Final Payment Date:
                       The November 1999 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
1997-10 Supplement dated as of November 10, 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 Cash Collateral Account 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 a Cash Collateral Account 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.

      It is the intent of the Sellers and the Investor Certificateholders that,
for Federal, state and local income


<PAGE>

                                                                               4

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 November 1999 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 1997-10 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 A Certificates may not be acquired by or for the account of any
employee benefit plan, trust or acount, 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 in such entity (a "Benefit Plan"). By accepting and holding this
Class A 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
A Certificate, the applicable Certificate Owner or Owners


<PAGE>

                                                                               5

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 A
Certificate shall not 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 1997-10

                        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 1997-10 (the "Series 1997-10 Certificates"), and one of a
class thereof entitled Floating Rate Class A Credit Card Participation
Certificates, Series 1997-10 (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 $500,000,000. 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 1997-10 Certificates entitled Floating Rate Class B Credit Card
Participation Certificates, Series 1997-10 (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, on behalf of the Trust, to issue one or more
new Series of


<PAGE>

                                                                               8

Investor Certificates, which will represent fractional undivided interests
in certain of the Trust Assets.

      On each 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 1997-10 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.

      The Agreement or any Supplement may, subject to certain conditions, be
amended by the Sellers, the Servicer and the Trustee without Investor
Certificateholder consent.


<PAGE>

                                                                               9

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 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.


<PAGE>

                                                                              10

      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.[    ]

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

      [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.]


                       CITIBANK CREDIT CARD MASTER TRUST I

                                 SERIES 1997-10

                        FLOATING RATE CLASS B CREDIT CARD

                            PARTICIPATION CERTIFICATE


                      Class B Expected Final Payment Date:
                       The November 1999 Distribution Date

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


<PAGE>

                                                                               2

                 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).

                  (Not an interest in or obligation of Citibank
                    (South Dakota), N.A., Citibank (Nevada),
                National Association, any Additional Sellers or
                             any affiliate 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 1997-10 Supplement dated as of
November 10, 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 Cash
Collateral Account 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 a Cash Collateral Account 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.

      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


<PAGE>

                                                                               4

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 Account. The Class B Expected
Final Payment Date is the November 1999 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 1997-10 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 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>

                                                                               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 B 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 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>

                                                                               7

                       CITIBANK CREDIT CARD MASTER TRUST I

                                 SERIES 1997-10

                        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 1997-10 (the "Series 1997-10 Certificates"), and one of a
class thereof entitled Floating Rate Class B Credit Card Participation
Certificates, Series 1997-10 (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 $32,000,000. 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
pursuant to Section 4.08(a) of the Series Supplement, and


<PAGE>

                                                                               8

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
1997-10 Certificates entitled Floating Rate Class A Credit Card Participation
Certificates, Series 1997-10 (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 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 Initial Invested Amount or less, the
Sellers have the option to repurchase the Series 1997-10 Certificateholders'


<PAGE>

                                                                               9

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 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


<PAGE>

                                                                              10

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


<PAGE>

                                                                              11

      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>

                                                                              12


                                   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-1

                    FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                        NOTIFICATION TO THE TRUSTEE AND
                        THE CASH COLLATERAL DEPOSITOR 1/
                      _____________________________________

                         CITIBANK (SOUTH DAKOTA), N.A.
                      _____________________________________


                       CITIBANK CREDIT CARD MASTER TRUST I

                                 SERIES 1997-10




      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
      1997-10 Supplement dated as of November 10, 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.


                        NOTIFICATION TO MAKE WITHDRAWALS
                        FROM THE CASH COLLATERAL ACCOUNT



      Pursuant to Sections 4.11(c) through (i) of the Series Supplement, the
Servicer does hereby instruct the
__________________________________
1/ To be delivered not less than seven calendar days prior to the
applicable Transfer Date.


<PAGE>

                                                                               2

Trustee (i) to make a withdrawal from the Cash Collateral Account on [        ],
199 , 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
withdrawal 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 .......................................$______

                  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 ...........................................$______


<PAGE>

                                                                               3

                                                                   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 B-2

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

                          CITIBANK (SOUTH DAKOTA), N.A.

                    _______________________________________

                       CITIBANK CREDIT CARD MASTER TRUST I

                                 SERIES 1997-10

                    _______________________________________


      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
      1997-10 Supplement dated as of November 10, 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.


                        NOTIFICATION TO MAKE WITHDRAWALS
                        FROM THE CASH COLLATERAL ACCOUNT

      Pursuant to Sections 4.11(c) through (i) of the Series Supplement, the
Servicer does hereby instruct the
____________________________________
1/ To be delivered not less than seven calendar days prior to the
applicable Transfer Date.

<PAGE>

                                                                               2

      Trustee (i) to make a withdrawal from the Cash Collateral Account on
[             ], 199 , 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 withdrawal 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 .......................................$______

                  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 ...........................................$______


<PAGE>

                                                                               3

                                                                   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 1997-10
     ______________________________________________________________________

      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 1997-10 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 ending on 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 ................................_____%

B.   Information Regarding Group One (Percentage Basis)

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

___________________________________
1/ To be delivered not less than 15th day of each
calendar month


<PAGE>

                                                                               3

         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 .................................................$_____

D.       Information Regarding Series 1997-10

         1.(a)  Class A Invested Amount ..................................$_____

           (b)  Class B Invested Amount ..................................$_____

         2.(a)  Class A Monthly Interest .................................$_____


<PAGE>

                                                                               4

           (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/ .....................................$_____


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............................................$_____

_________________________________
     2/ Applicable during the Accumulation Period and any
Early Amortization Period

     3/ Applicable after issuance of Additional Investor
Certifcates.


<PAGE>

                                                                               5

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)  [        ], 199[ ] Monthly Period.........................$_____

           (b)  [        ], 199[ ] 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


__________________________
     4/ Applicable only if the Revolving Period has been
extended.

     5/ The following information, as applicable, is to be
included only on Payments Dates.


<PAGE>

                                                                               6

                    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 1997-10




      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 1997-10 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"].

            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.


<PAGE>

                                                                               2

            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: