Sierra Club, Inc. - Page 3




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               We shall not here repeat the preliminaries concerning                  
          respondent’s determinations and other matters set forth in our              
          prior reports.                                                              
                                  FINDINGS OF FACT                                    
          Introduction                                                                
               Some of the facts have been stipulated and are so found.               
          The stipulations of facts filed by the parties, with attached               
          exhibits, are incorporated herein by this reference.                        
          Affinity Card Programs                                                      
               An affinity credit card program is an arrangement by which             
          an organization agrees with a credit card issuer that the                   
          organization’s name and logo may appear on a credit card and,               
          thus, be used to market the card to an affinity group associated            
          with the organization.  The organization receives a small                   
          percentage of total amounts charged on the card.                            
          History of the Affinity Card Program                                        
               In 1980, petitioner was approached by Edward Shelton,                  
          president of Shelton Financial Services (Services), who proposed            
          an affinity card program to petitioner, with a credit card to be            
          marketed to petitioner’s members and supporters (hereafter,                 
          without distinction, the members).  Negotiations between                    
          petitioner and Services continued for almost 6 years.  During               
          that period, Services changed its name to American Bankcard                 
          Services (ABS).  On January 10, 1986, ABS submitted to petitioner           
          a proposal by Chase Lincoln First Bank, N.A. (Chase Lincoln), for           
          an affinity card program.  Among other things, Chase Lincoln’s              

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