Sierra Club, Inc. - Page 9




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                                   ATTACHMENT “B”                                     
                                ROYALTY FEE SCHEDULE                                  
               1.  The royalty fee payable to SC shall be one half of                 
               one percent (0.5%) of the Total Cardholder Sales Volume                
               if the fees received by ABS from the participating                     
               financial institution are between 0.5% and 1.0% of the                 
               Total Cardholder Sales Volume.  Total Cardholder Sales                 
               Volume is defined as the sum of all SC bankcard sales                  
               drafts resulting from purchases at merchants by members                
               of SC using SC bankcards net of credit vouchers issued                 
               for returned merchandise or other services, and net of                 
               cash advances.                                                         
               2.  If SC elects to pursue the option specified in                     
               Section 4.3 of this Agreement and if the fees received                 
               by ABS from the participating financial institution are                
               between 0.6% and 1.0% of the Total Cardholder Sales                    
               Volume, the royalty fee specified in Section 1. of this                
               Attachment "B" shall be increased to six tenths of one                 
               percent (0.6%) of the Total Cardholder Sales Volume.                   
               3.  If the fees received by ABS from the participating                 
               financial institution are more than 1.0% of the Total                  
               Cardholder Sales Volume, the fee payable to SC, whether                
               otherwise 0.5% or 0.6%, shall be increased by an amount                
               equivalent to 50.0% of the fees payable to ABS in                      
               excess of 1.0%.                                                        
               4.  If the fees received by ABS from the participating                 
               financial institution are less than 1.0% of the Total                  
               Cardholder Sales Volume, but more than 0.5% (or, in the                
               event SC elects the option referred to in Paragraph 2.                 
               above, more than 0.6%), there will be no decrease in                   
               the fees payable to SC under Paragraph 1. or 2. above.                 
               However, if the fees received by ABS are less than 0.6%                
               or 0.5% (whichever is otherwise payable to SC), the                    
               fees payable to SC will be the total fees received by                  
               ABS from the participating financial institution.                      
               5.  When SC members use the 800 number travel service                  
               described in Section 5. of Attachment "A", SC will be                  
               paid a royalty of three percent (3.0%) of the price of                 
               airline tickets purchased with the Sierra Club                         
               bankcards and fifty percent (50.0%) of the hotel and                   
               car rental commissions received by the participating                   
               travel agency.  These royalties are in addition to the                 
               royalties specified in Section 1., 2., 3., or 4. of                    
               this Attachment “B”.                                                   



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Last modified: May 25, 2011