Sierra Club, Inc. - Page 4




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          proposal provides:  “Chase Lincoln First would own all cards and            
          accounts in their entirety.  We would provide all services in               
          connection with the card program except marketing.”  In pertinent           
          part, ABS’s submission provides:  “[In the proposal], there is a            
          reference to marketing being the responsibility of the Sierra               
          Club and * * * [an affiliate of ABS].  * * *  Pursuant to our               
          agreement with the Sierra Club, American Bankcard will be                   
          responsible for all marketing subject to your advice and                    
          consent.”                                                                   
          The Sierra Club-American Bankcard Services, Inc., Agreement                 
               On February 20, 1986, petitioner entered into an agreement             
          with ABS, the “Sierra Club Bankcard Agreement” (SC-ABS                      
          agreement), which concerns itself with the provision of a credit            
          card (the credit card) and certain other financial services to              
          the members.                                                                
               In pertinent part, the SC-ABS agreement provides as                    
          follows:                                                                    
               SC and ABS desire to make available to the members of                  
               SC one or more packages of financial services upon the                 
               terms and conditions hereinafter set forth.                            
               NOW, THEREFORE, it is agreed by the parties hereto as                  
               follows:                                                               
                    ARTICLE 1.  The Services                                          
                    ABS proposes to offer members of SC the product                   
               and service options set forth in Attachment “A” hereto                 
               (* * * the "Services").                                                
                    ARTICLE 2.  SC Participation                                      
                    2.1  SC agrees to cooperate with ABS on a                         
               continuing basis in the solicitation and encouragement                 

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