Sierra Club, Inc. - Page 8




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               relationships established hereunder with any SC member.                
               In the event this Agreement is terminated pursuant to                  
               this Article 9, notwithstanding any provision of this                  
               Agreement to the contrary, ABS shall, and ABS shall                    
               cause its agents and all participating financial                       
               institutions to, immediately (1) cease using the Sierra                
               Club name and marks, (2) cease communicating with SC                   
               members except to the extent necessary to terminate the                
               Services, and (3) return to SC all records relating to                 
               the performance of this Agreement, and all copies                      
               thereof, and make no effort to communicate with SC                     
               members thereafter.                                                    
                    ARTICLE 10.  Notices                                              
                         *    *    *  *     *   *  *                                  
                                   ATTACHMENT “A”                                     
                   DESCRIPTION OF AFFINITY GROUP BANKCARD PROGRAM                     
               1.  Qualified members of SC will be issued Sierra Club                 
               Visa and/or Mastercard [sic] credit cards which contain                
               the standard bankcard design (either Visa or                           
               MasterCard) along with the name of SC on one side and                  
               the logo or other design of SC on the reverse side, as                 
               approved by Visa, USA or MasterCard International.                     
               2.  Annual fees for the cards will be waived for the                   
               first year, and fees for the second year may be                        
               initiated only after an evaluation of the profitability                
               of the program by the participating financial                          
               institution.  In the event the participating financial                 
               institution initiates an annual fee in the second year,                
               ABS will pay those fees on behalf of the cardholders.                  
                         *    *    *  *     *   *  *                                  
               5.  If the cardholder uses a special 800 number                        
               provided by ABS to make travel reservations and                        
               purchases using his Sierra Club bankcard, an additional                
               royalty fee as set forth in Attachment "B" will be paid                
               to SC.                                                                 
               6.  Other enhancements such as Visa or MasterCard                      
               Travelers Checks and the ABS Universal Debit Bankcard                  
               will be made available to cardholders from time to time                
               pursuant to mutually agreed upon royalty fees payable                  
               to SC.                                                                 




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Last modified: May 25, 2011