CITIBANK SOUTH DAKOTA N A, 424B5, 1997-08-12

CITIBANK SOUTH DAKOTA N A
424B5, 1997-08-12
ASSET-BACKED SECURITIES

Previous: TELVUE CORP, 10-Q, 1997-08-12

Next: JONES SPACELINK INCOME GROWTH FUND 1-A LTD, 10-Q, 1997-08-12

<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 33-99328

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 21, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CITIBANK CREDIT CARD MASTER TRUST I
$625,000,000 6.35% CLASS A CREDIT CARD PARTICIPATION CERTIFICATES, SERIES
1997-7
$40,000,000 6.45% CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-
7
CITIBANK (SOUTH DAKOTA), N.A.
SELLER AND SERVICER
CITIBANK (NEVADA), NATIONAL ASSOCIATION
SELLER

The 6.35% Class A Credit Card Participation Certificates, Series 1997-7 (the
"Class A Certificates") and the 6.45% Class B Credit Card Participation
Certificates, Series 1997-7 (the "Class B Certificates"; the Class A
Certificates and the Class B Certificates are collectively referred to herein
as the "Investor Certificates") offered hereby evidence undivided interests in
certain assets of Citibank Credit Card Master Trust I (the "Trust") created by
Citibank (South Dakota), N.A. ("Citibank (South Dakota)") and Citibank
(Nevada), National Association ("Citibank (Nevada)"), as sellers
(collectively, the "Banks"). The Trust assets include receivables (the
"Receivables") generated from time to time in a portfolio of revolving credit
card accounts and collections thereon. The fractional undivided interest in
the Trust represented by the Class B Certificates will be subordinated to the
Class A Certificates to the extent described herein. Following the completion
of the offering made hereby, additional Series 1997-7 Investor Certificates
may be issued from time to time if certain conditions have been met. See
"Supplemental Series Provisions--Issuance of Additional Investor Certificates"
in this Prospectus Supplement. The Trust previously has issued thirty-five
other series of investor certificates which evidence undivided interests in
the Trust which are still outstanding; additional series of investor
certificates are expected to be issued from time to time by the Trust.
(Continued on next page)

THE INVESTOR CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN THE TRUST ONLY AND
DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE BANKS OR CITICORP OR ANY
AFFILIATE THEREOF. NEITHER THE INVESTOR CERTIFICATES NOR THE UNDERLYING
ACCOUNTS OR RECEIVABLES ARE INSURED OR GUARANTEED BY THE UNITED STATES
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT THE BANKS(1)(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Class A Certificate........ 99.920% 0.225% 99.695%
- -------------------------------------------------------------------------------
Per Class B Certificate........ 99.787% 0.250% 99.537%
- -------------------------------------------------------------------------------
Total.......................... $664,414,800 $1,506,250 $662,908,550
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from August 18, 1997.
(2) Before deducting expenses payable by the Banks, estimated to be $600,000.

The Class A Certificates and the Class B Certificates are offered subject to
receipt and acceptance by the Class A Underwriters and the Class B
Underwriter, respectively, and to their right to reject any order in whole or
in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Investor Certificates will be made in book-entry
form through the facilities of The Depository Trust Company ("DTC"), Cedel
Bank, societe anonyme ("Cedel") and the Euroclear System ("Euroclear") on or
about August 18, 1997.

Underwriters of the Class A Certificates
CITIBANK
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SALOMON BROTHERS INC
Underwriter of the Class B Certificates
LEHMAN BROTHERS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The date of this Prospectus Supplement is August 8, 1997
<PAGE>

(Continued from previous page)

Interest with respect to the Investor Certificates will accrue from August
18, 1997 and will be payable semiannually on or about the fifteenth day of
February and August, commencing February 17, 1998, and on the related maturity
date or, under certain limited circumstances described herein, monthly on or
about the fifteenth day of each month. The principal of the Class A
Certificates and the Class B Certificates is scheduled to be paid on the
August 2000 Distribution Date, but principal with respect to the Class A
Certificates and the Class B Certificates may be paid earlier or later under
certain limited circumstances described herein. Except under certain limited
circumstances described herein, principal payments will not be made to Class B
Certificateholders until the final principal payment has been made in respect
of the Class A Certificates. See "Summary of Series Terms--Class A
Certificates" and "--Class B Certificates" in this Prospectus Supplement.

The Trust will have the benefit of funds on deposit in a Cash Collateral
Account. The Cash Collateral Account will be funded by an initial deposit of
$46,550,000, of which $33,250,000 will be for the benefit of both the Class A
Certificates and the Class B Certificates and $13,300,000 will be for the
exclusive benefit of the Class B Certificates. Amounts available to be
withdrawn from the Cash Collateral Account will be applied as described under
"Summary of Series Terms--Credit Enhancement" in this Prospectus Supplement
and "Series Provisions--Series Enhancements" in the Prospectus. Additional
credit enhancement will be provided in the event that additional Series 1997-7
Investor Certificates are issued. See "Supplemental Series Provisions--
Issuance of Additional Investor Certificates" in this Prospectus Supplement.

Application will be made to list the Investor Certificates on the Luxembourg
Stock Exchange.

POTENTIAL INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE DISCUSSION
UNDER "SPECIAL CONSIDERATIONS" THAT BEGINS ON PAGE 13 OF THE PROSPECTUS.

----------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE INVESTOR
CERTIFICATES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH INVESTOR CERTIFICATES, AND THE IMPOSITION OF A PENALTY
BID, IN CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING" HEREIN.

----------------

This Prospectus Supplement does not contain complete information about the
offering of the Investor Certificates. Additional information is contained in
the Prospectus and purchasers are urged to read both this Prospectus
Supplement and the Prospectus in full. Sales of the Investor Certificates may
not be consummated unless the purchaser has received both this Prospectus
Supplement and the Prospectus.

This Prospectus Supplement and the Prospectus may be used by Citicorp
Securities, Inc., Citibank International plc and Citibank, N.A., affiliates of
the Banks and wholly owned subsidiaries of Citicorp, in connection with offers
and sales related to market-making transactions in the Investor Certificates.
Citicorp Securities, Inc., Citibank International plc or Citibank, N.A. may
act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale.

S-2
<PAGE>

SUMMARY OF SERIES TERMS

This Summary of Series Terms (the "Summary of Terms") sets forth and defines
specific terms of the Investor Certificates offered by this Prospectus
Supplement and the Prospectus. The Summary of Terms is qualified in its
entirety by reference to the detailed information appearing elsewhere in this
Prospectus Supplement and in the Prospectus. Reference is made to the Glossary
Supplement at the end of this Prospectus Supplement and to the Glossary at the
end of the Prospectus for the location in this Prospectus Supplement and the
Prospectus of the definitions of certain capitalized terms used herein and
therein.

Title of Securities $625,000,000 6.35% Class A Credit Card
Offered..................... Participation Certificates, Series 1997-7.
$40,000,000 6.45% Class B Credit Card
Participation Certificates, Series 1997-7.

Class A Certificates
Class A Certificate Rate... 6.35% per annum, calculated on the basis of a
360-day year of twelve 30-day months.

Class A Interest Payment The fifteenth day of each February and August
Dates....................... (or, if such day is not a business day, the
next succeeding business day), commencing
February 17, 1998.

Class A Controlled
Amortization Amount.......
$56,818,182 or, if the Servicer elects to
postpone the commencement of the
Accumulation Period, an amount sufficient so
that the aggregate of the Class A Controlled
Amortization Amounts for each Distribution
Date during the Accumulation Period equals
the Class A Invested Amount as of the Class
A Expected Final Payment Date. See
"Supplemental Series Provisions--
Postponement of Accumulation Period" in this
Prospectus Supplement.

Class A Expected Final
Payment Date..............
The August 2000 Distribution Date.

Class A Investment Fee..... $565,418.

Class A Enhancement........ On each Distribution Date, the Available
Shared Enhancement Amount will be available
to fund certain amounts with respect to both
the Class A Certificates and the Class B
Certificates. See "Credit Enhancement" in
this Summary of Terms and "Series
Provisions--Series Enhancements" in the
Prospectus.

Collections of Principal Receivables and
related amounts (excluding collections of
Finance Charge Receivables) otherwise
allocable to the Class B Certificateholders
will be subordinated to the payment of
amounts due with respect to the Class A
Certificates and in order to maintain the
Class A Certificateholders' interest in the
Trust. No principal will be payable on the
Class B Certificates until the final
principal payment has been made on the Class
A Certificates, except that, on the first
Special Payment Date

S-3
<PAGE>

following an Economic Early Amortization
Event, a portion of the Available
Enhancement Amount will be used to pay
principal of the Class B Certificates. See
"Series Provisions--Allocations,
Reallocations and Subordination" in the
Prospectus.

Initial Shared Enhancement
Amount...................
$33,250,000.

Class A ERISA Class A Certificates may be eligible for
Eligibility................. purchase by Benefit Plans. See "ERISA
Considerations" in the Prospectus.

Class A Ratings............ It is a condition to the issuance of the
Class A Certificates that they be rated in
the highest rating category by at least one
nationally recognized rating agency. The
rating of the Class A Certificates is based
primarily on the value of the Receivables,
the extent of the Initial Shared Enhancement
Amount, the circumstances in which funds may
be withdrawn from the Cash Collateral
Account for the benefit of the Investor
Certificateholders and the terms of the
Class B Certificates. See "Special
Considerations--Series Considerations--
Ratings of the Investor Certificates" in the
Prospectus.

Class B Certificates
Class B Certificate Rate... 6.45% per annum, calculated on the basis of a
360-day year of twelve 30-day months.

Class B Interest Payment The fifteenth day of each February and August
Dates....................... (or, if such day is not a business day, the
next succeeding business day), commencing
February 17, 1998.

Class B Expected Final
Payment Date..............
The August 2000 Distribution Date.

Class B Enhancement........ On each Distribution Date, the Available
Shared Enhancement Amount (after giving
effect to the application thereof, if
necessary, to fund the Required Amount) will
be available to fund certain amounts with
respect to the Class B Certificates. The
Initial Class B Enhancement Amount will be
for the exclusive benefit of the Class B
Certificateholders. See "Credit Enhancement"
in this Summary of Terms and "Series
Provisions--Series Enhancements" in the
Prospectus.
Initial Shared Enhancement
Amount....................
$33,250,000.

Initial Class B
Enhancement Amount........
$13,300,000.

Class B ERISA Class B Certificates may be eligible for
Eligibility................. purchase by Benefit Plans. See "ERISA
Considerations" in the Prospectus.

S-4
<PAGE>

Class B Ratings............ It is a condition to the issuance of the
Class B Certificates that they be rated at
least "A" or its equivalent by at least one
nationally recognized rating agency. The
rating of the Class B Certificates is based
primarily on the value of the Receivables,
the extent of the Initial Cash Collateral
Amount, the circumstances in which funds may
be withdrawn from the Cash Collateral
Account for the benefit of the Investor
Certificateholders and the credit ratings of
the Servicer and the Banks. See "Special
Considerations--Series Considerations--
Ratings of the Investor Certificates" in the
Prospectus.

Distribution Date........... The fifteenth day of each month (or, if such
day is not a business day, the next
succeeding business day), commencing
September 15, 1997.

Credit Enhancement.......... A cash collateral account (the "Cash
Collateral Account") will be established in
the name of the Trustee, for the benefit of
the Investor Certificateholders. The Cash
Collateral Account will be funded on the
Series Issuance Date in the amount of
$46,550,000 (the "Initial Cash Collateral
Amount"). Of the Initial Cash Collateral
Amount, $33,250,000 (the "Initial Shared
Enhancement Amount") will be for the benefit
of both the Class A Certificates and the
Class B Certificates and the remaining
$13,300,000 of the Initial Cash Collateral
Amount (the "Initial Class B Enhancement
Amount") will be for the exclusive benefit
of the Class B Certificates. See "Series
Provisions--Series Enhancements" in the
Prospectus. Additional credit enhancement
will be provided in the event of an
Additional Issuance.

For each Distribution Date, the Available
Shared Enhancement Amount will be applied to
fund the following amounts in the following
priority: (a) with respect to the Class A
Certificates, the excess, if any, of the
Required Amount with respect to such
Distribution Date over the amount of Excess
Finance Charge Collections allocated and
available to fund such Required Amount and
(b) with respect to the Class B
Certificates, (i) the excess, if any, of the
accrued and unpaid interest on the
outstanding principal balance of the Class B
Certificates (plus any interest payable on
such unpaid interest) over the amount to be
deposited in the Class B Interest Funding
Account on such Distribution Date and (ii)
the excess, if any, of the Class B Investor
Default Amount for such Distribution Date
over the amount of Excess Finance Charge
Collections allocated and available to fund
such Class B Investor Default Amount.

S-5
<PAGE>

On the first Special Payment Date following
an Economic Early Amortization Event, the
Available Shared Enhancement Amount (after
giving effect to other withdrawals from the
Cash Collateral Account on such Distribution
Date) will be applied to pay principal of
the Class A Certificates and the remainder
of the Available Cash Collateral Amount will
be applied to pay principal of the Class B
Certificates. Following such withdrawals
from the Cash Collateral Account on such
Special Payment Date, the Cash Collateral
Account will be terminated and no further
deposits to, or withdrawals from, the Cash
Collateral Account will be made for the
benefit of the Investor Certificateholders.

On each Distribution Date commencing with the
Class B Principal Commencement Date,
provided that an Economic Early Amortization
Event has not occurred, the Available Cash
Collateral Amount (after giving effect to
other withdrawals from the Cash Collateral
Account on such Distribution Date) will be
applied to pay principal of the Class B
Certificates to the extent that the unpaid
principal amount of the Class B Certificates
exceeds the Class B Invested Amount. See
"Series Provisions--Series Enhancements--
Credit Enhancement Generally" and "--The
Cash Collateral Account" in the Prospectus.

Issuance of Additional
Investor Certificates......
After the completion of the offering made
hereby, the Banks may cause the Trustee to
issue additional Series 1997-7 Investor
Certificates ("Additional Investor
Certificates") from time to time during the
Revolving Period, provided that certain
conditions included in the Supplement
relating to the Series 1997-7 Certificates
(the "Series Supplement") are met. In
connection with each Additional Issuance,
the outstanding principal amounts of the
Class A Certificates and the Class B
Certificates and the aggregate amount of
Series Enhancement will all be increased pro
rata. When issued, the Additional Investor
Certificates of each class will be identical
in all respects to the other outstanding
Investor Certificates of that class. See
"Supplemental Series Provisions--Issuance of
Additional Investor Certificates" in this
Prospectus Supplement.

Previously Issued Series.... Thirty-five Series of investor certificates
in Group One previously issued by the Trust
are still outstanding. See "Annex I: Prior
Issuances of Investor Certificates" in this
Prospectus Supplement for a summary of the
outstanding Series of investor certificates
previously issued by the Trust.

Participation with Other The Investor Certificates are expected to be
Series...................... the thirty-sixth Series issued by the Trust,
outstanding as of the Series

S-6
<PAGE>

Issuance Date, in a group of Series ("Group
One") issued from time to time by the Trust.
Collections of Finance Charge Receivables
allocable to each Series in Group One will
be aggregated and made available for
required payments for all Series in Group
One. Consequently, the issuance of a new
Series in Group One may have the effect of
reducing or increasing the amount of
collections of Finance Charge Receivables
allocable to the Investor Certificates. See
"Series Provisions--Allocations,
Reallocations and Subordination--
Reallocations Among Investor Certificates of
Different Series" in the Prospectus.

The Receivables............. The aggregate amount of Receivables in the
Accounts included in the Trust as of July 6,
1997 was $35,331,169,719, of which
$34,840,611,467 were Principal Receivables
and $490,558,252 were Finance Charge
Receivables (which amounts include overdue
Principal Receivables and overdue Finance
Charge Receivables).

Series Cut-Off Date......... July 28, 1997.

Series Issuance Date........ August 18, 1997.

Revolving Period and
Accumulation Period........
Unless an Early Amortization Event has
occurred, the Revolving Period will end and
the Accumulation Period will commence at the
close of business on the fourth-to-last
business day of July 1999; provided,
however, the Servicer may, based on the
amount of principal available to the
investor certificates of all Series
determined based on the principal payment
rate on the Receivables and the amount of
principal distributable to investor
certificateholders of all outstanding Series
(excluding certain specified Series),
shorten the length of the Accumulation
Period and extend by an equivalent period
the length of the Revolving Period. See
"Supplemental Series Provisions--
Postponement of Accumulation Period" in this
Prospectus Supplement.

Servicing Compensation...... On each Distribution Date, Servicer
Interchange with respect to the related Due
Period that is on deposit in the Collection
Account will be withdrawn from the
Collection Account and paid to the Servicer.
In addition, the Class A Monthly Servicing
Fee, the Class B Monthly Servicing Fee and
the Seller Servicing Fee will be paid on
each Distribution Date as described under
"Series Provisions--Allocations,
Reallocations and Subordination--
Reallocations Among Investor Certificates of
Different Series--Group One Investor Finance
Charges" in the Prospectus. See "Series
Provisions--Servicing Compensation and
Payment of Expenses" in the Prospectus.

Servicer Interchange Rate... 1.50% per annum.

S-7
<PAGE>

Net Servicing Fee Rate...... 0.37% per annum so long as Citibank (South
Dakota) or an affiliate of Citibank (South
Dakota) is the Servicer or 0.77% per annum
if Citibank (South Dakota) or an affiliate
of Citibank (South Dakota) is not the
Servicer.

Registration, Clearance and
Settlement.................
The Investor Certificates initially will be
registered in the name of Cede, as the
nominee of DTC, and no purchaser of Investor
Certificates will be entitled to receive a
Definitive Certificate except under certain
limited circumstances. Certificateholders
may elect to hold their Investor
Certificates through DTC (in the United
States) or Cedel or Euroclear (in Europe).
Transfers will be made in accordance with
the rules and operating procedures described
herein.

Series Termination Date..... The August 2002 Distribution Date.

S-8
<PAGE>

THE CREDIT CARD BUSINESS OF CITIBANK (SOUTH DAKOTA)

GENERAL

Citibank (South Dakota) services the Accounts at its facilities located in
Sioux Falls, South Dakota, and through affiliated credit card processors
pursuant to service contracts. The Receivables conveyed to the Trust to date
were generated under the VISA or MasterCard International programs and were
either originated by Citibank (South Dakota) or purchased by Citibank (South
Dakota) from other credit card issuers. The Accounts are owned by Citibank
(South Dakota) but a participation in the Receivables in certain of these
Accounts has been or will be sold to Citibank (Nevada) prior to their
conveyance to the Trust.

Subject to certain conditions, the Banks may convey to the Trust receivables
arising in credit card accounts of a type not currently included in the
Accounts. Affiliates of the Banks also currently conduct credit card
businesses. For example, Citicorp Retail Services, Inc. manages private label
credit card programs for several retailers. Receivables arising in such
accounts may be participated to the Banks and sold to the Trust. In addition,
the Banks may purchase portfolios of credit card accounts from other credit
card issuers which may be included in the Trust. Such accounts may not be
originated, used or collected in the same manner as the VISA and MasterCard
International accounts described below and may differ with respect to loss and
delinquency and revenue experience and historical payment rates. Such accounts
may also have different terms than the accounts described below, including
lower periodic finance charges. Consequently, the addition of the receivables
arising in such accounts to the Trust could have the effect of reducing the
Portfolio Yield.

The following discussion describes certain terms and characteristics of the
Accounts. The Eligible Accounts from which the Accounts were selected
represent only a portion of the entire portfolio of consumer revolving credit
loans arising in the VISA and MasterCard accounts currently owned by Citibank
(South Dakota) (the "Portfolio"). In addition, Additional Accounts may consist
of Eligible Accounts which are not currently in existence and which are
selected using different eligibility criteria from those used in selecting the
Accounts already included in the Trust.

Citibank (South Dakota) is a member of VISA and MasterCard International.
The VISA and MasterCard credit cards are issued as part of the worldwide VISA
and MasterCard International systems, and transactions creating the
receivables through the use of the credit cards are processed through the VISA
and MasterCard International authorization and settlement systems. Should
either system materially curtail its activities, or should Citibank (South
Dakota) cease to be a member of VISA or MasterCard International, for any
reason, an Early Amortization Event, as such term is defined in the related
Series Supplement, could occur, and delays in payments on the Receivables and
possible reductions in the amounts thereof could also occur. The VISA and
MasterCard accounts, the receivables in which have been conveyed to the Trust,
include both nonpremium and premium VISA and MasterCard accounts.

The VISA and MasterCard credit cards of the type pursuant to which the
Accounts were established may be used to purchase merchandise and services and
to obtain cash advances. A cash advance is made when a credit card account is
used to obtain cash from a financial institution or automated teller machine,
which may be located at a financial institution, supermarket or other business
establishment. Amounts due with respect to both purchases and cash advances
will be included in the Receivables.

The VISA and MasterCard credit card accounts owned by Citibank (South
Dakota) were principally generated through: (i) applications mailed directly
to prospective cardholders; (ii) applications made available to prospective
cardholders at the banking facilities of Citibank (South Dakota), at other
financial institutions and at retail outlets; (iii) applications generated by
advertising on television, on radio and in magazines; (iv) direct mail and
telemarketing solicitation for accounts on a pre-approved credit basis; (v)
solicitation of cardholders of existing nonpremium accounts for premium
accounts; (vi) applications through affinity and co-brand marketing programs;
and (vii) purchases of accounts from other credit card issuers.

S-9
<PAGE>

ACQUISITION AND USE OF CREDIT CARDS

When Citibank (South Dakota) generates new VISA and MasterCard accounts
through the solicitation of individual applications to open an account, it
reviews each application for completeness and creditworthiness. In addition,
Citibank (South Dakota) generally obtains a credit report issued by an
independent credit reporting agency with respect to the applicant. In the
event there are discrepancies between the application and the credit report
and in certain other circumstances, Citibank (South Dakota) may verify certain
of the information regarding the applicant. Citibank (South Dakota) generally
evaluates the ability of an applicant for a VISA or MasterCard credit card
account to repay credit card balances by applying a credit scoring system
using models developed in-house and models developed with the assistance of an
independent firm with extensive experience in developing credit scoring
models. Credit scoring is intended to provide a general indication, based on
the information available, of the applicant's willingness and ability to repay
his or her obligations. Credit scoring evaluates a potential cardholder's
credit profile to arrive at an estimate of the associated credit risk. Models
for credit scoring are developed by using statistics to evaluate common
characteristics and their correlation with credit risk. The credit scoring
model used to evaluate a particular applicant is based on a variety of
factors, including the manner in which the application was made or the manner
in which the account was acquired as well as the type of residence of the
applicant or cardholder. From time to time the credit scoring models used by
Citibank (South Dakota) are reviewed and, if necessary, updated to reflect
more current statistical information. Once an application to open an account
is approved an initial credit limit is established for the account based on,
among other things, the applicant's credit score and the source from which the
account was acquired.

Citibank (South Dakota) also generates new VISA and MasterCard accounts
through direct mail and telemarketing solicitation campaigns directed at
individuals who have been pre-approved by Citibank (South Dakota). Citibank
(South Dakota) identifies potential cardholders for pre-approved direct mail
or telemarketing solicitation campaigns by supplying a list of credit criteria
to a credit bureau which generates a list of individuals who meet such
criteria and forwards such list to a processing vendor. The processing vendor
screens the list in accordance with the credit criteria of Citibank (South
Dakota) to determine the eligibility of the individuals on the list for a pre-
approved solicitation. Individuals qualifying for pre-approved direct mail or
telemarketing solicitation are offered a credit card without having to
complete a detailed application. In the case of pre-approved solicitations, a
predetermined credit limit is reserved for each member of the group being
solicited, which credit limit may be based upon, among other things, each
member's individual credit profile, level of existing and potential
indebtedness relative to assumed income and estimated income and the
availability of additional demographic data for such member.

In recent years, Citibank (South Dakota) has added affinity and co-brand
marketing to its other means of business development. Affinity marketing
involves the solicitation of prospective cardholders from identifiable groups
with a common interest and/or common cause. Affinity marketing is conducted
through two approaches: the first relies on the solicitation of organized
membership groups with the written endorsement of the group's leadership and
the second utilizes direct mail solicitation of prospective cardholders
through the use of a list purchased from a group. Co-brand marketing is an
outgrowth of affinity marketing. It involves the solicitation of customers of
a retailer, service provider or manufacturer which has a recognizable brand
name or logo. Consumers are likely to acquire and use a co-branded card
because of the benefits provided by the co-brander. The co-brander may play a
major role in the marketing and solicitation of co-branded cards. Solicitation
activities used in connection with affinity and co-brand marketing also
include solicitations in appropriate magazines, telemarketing and applications
made available to prospective cardholders in appropriate locations. In certain
cases, pre-approved solicitations will be used in the same manner as described
in the preceding paragraph.

Credit card accounts that have been purchased by Citibank (South Dakota)
were originally opened using criteria established by the institution from
which the accounts were purchased or by the

S-10
<PAGE>

institution from which the selling institution originally purchased the
accounts. Purchased accounts are screened against criteria which are set at
the time of acquisition to determine whether any of the purchased accounts
should be closed immediately. Any accounts failing the criteria are closed and
no further purchases or cash advances are authorized. All other such accounts
remain open. The credit limits on such accounts are based initially on the
limits established or maintained by the selling institution. It is expected
that portfolios of credit card accounts purchased by the Banks from other
credit card issuers will be added to the Trust from time to time. It is
expected that such accounts will be screened in the manner described above.

Each cardholder is subject to an agreement governing the terms and
conditions of the accounts. Pursuant to such agreement, Citibank (South
Dakota) reserves the right to change or terminate any terms, conditions,
services or features of the accounts (including increasing or decreasing
periodic finance charges, other charges or minimum payments). Credit limits
may be adjusted periodically based upon an evaluation of the cardholder's
performance.

COLLECTION OF DELINQUENT ACCOUNTS

Generally, Citibank (South Dakota) considers a VISA or MasterCard account
delinquent if a minimum payment due thereunder is not received by Citibank
(South Dakota) by the due date indicated on the cardholder's statement.
Efforts to collect delinquent credit card receivables are made by the
personnel of Citibank (South Dakota) and affiliated credit card processors
pursuant to service contracts, supplemented by collection agencies and
attorneys retained by Citibank (South Dakota). Under current practice,
Citibank (South Dakota) includes a request for payment of overdue amounts on
all billing statements issued after the account becomes delinquent. While
collection personnel initiate telephone contact with cardholders whose credit
card accounts have become as little as five days delinquent, based on credit
scoring criteria, generally such contact is initiated when an account is 35
days or more delinquent. In the event that initial telephone contact fails to
resolve the delinquency, Citibank (South Dakota) continues to contact the
cardholder by telephone and by mail. Generally, 15 days after an account
becomes delinquent or whenever a cardholder exceeds such cardholder's credit
limit by more than 5% no additional extensions of credit through such account
are authorized, and no more than 95 days after an account becomes delinquent
it is closed. The Servicer may also, at its discretion, enter into
arrangements with delinquent cardholders to extend or otherwise change payment
schedules. The current policy of the Servicer is to charge-off the receivables
in an account when that account becomes 185 days delinquent or, if the
Servicer receives notice that a cardholder has filed for bankruptcy or has had
a bankruptcy petition filed against it, the Servicer will charge-off the
receivables in such account not later than 60 days after the Servicer receives
such notice. The credit evaluation, servicing and charge-off policies and
collection practices of Citibank (South Dakota) may change over time in
accordance with the business judgment of Citibank (South Dakota), applicable
law and guidelines established by applicable regulatory authorities.

S-11
<PAGE>

THE ACCOUNTS

GENERAL

The Receivables arise in the Accounts. The Accounts have been selected from
substantially all of the Eligible Accounts in the Portfolio. Citibank (South
Dakota) believes that the Accounts are representative of the Eligible Accounts
in the Portfolio and that the inclusion of the Accounts, as a whole, does not
represent an adverse selection from among the Eligible Accounts.

The Accounts include receivables which have been charged-off as
uncollectible prior to their addition to the Trust in accordance with normal
servicing policies. However, for purposes of calculation of the amount of
Principal Receivables and Finance Charge Receivables in the Trust for any
date, the balance of such charged-off receivables is zero and the Trust owns
only the right to receive recoveries with respect to such receivables.

As of January 11, 1991 (the "Trust Cut-Off Date") and any Series Cut-Off
Date, as such term is defined in the prospectus supplement relating to such
Series (and on the date any new Receivables are generated), the Banks have
represented and warranted, and will represent and warrant, to the Trust that
the Receivables (and such new Receivables) meet the eligibility requirements
set forth in the Pooling Agreement. There can be no assurance that all of the
Accounts will continue to meet applicable eligibility requirements throughout
the life of the Trust.

The Accounts consist of Eligible Accounts, which consist of VISA and
MasterCard credit card accounts. The Banks may (subject to certain limitations
and conditions), and, in certain circumstances, will be obligated to,
designate from time to time Additional Accounts and to convey to the Trust all
Receivables of such Additional Accounts, whether such Receivables are then
existing or thereafter created. The Banks have made Lump Sum Additions to the
Trust which, in the aggregate, included approximately $22.42 billion of
Principal Receivables. The Lump Sum Additions consist primarily of receivables
arising from (a) certain premium and nonpremium VISA and MasterCard credit
card accounts which had been previously transferred by the Banks to credit
card trusts originated by the Banks which had reached their maturity dates and
terminated pursuant to their terms and (b) certain other premium and non-
premium VISA and MasterCard credit card accounts.

Additional Accounts may be subject to different eligibility criteria from
those used in selecting the Initial Accounts and may not be accounts of the
same type previously included in the Trust. Therefore there can be no
assurance that such Additional Accounts will be of the same credit quality as
the Initial Accounts or the Additional Accounts, the Receivables in which have
been conveyed previously to the Trust. Moreover, Additional Accounts may
contain Receivables which consist of fees, charges and amounts which are
different from the fees, charges and amounts described below. Such Additional
Accounts may also be subject to different credit limits, balances and ages.
Consequently, there can be no assurance that the Accounts will continue to
have the characteristics described below as Additional Accounts are added. In
addition, the inclusion in the Trust of Additional Accounts with lower
periodic finance charges may have the effect of reducing the Portfolio Yield.
The Banks intend to file with the Securities and Exchange Commission, on
behalf of the Trust, a Current Report on Form 8-K with respect to any addition
of accounts which would have a material effect on the composition of the
Accounts.

LOSS AND DELINQUENCY EXPERIENCE

The following tables set forth the loss and delinquency experience with
respect to payments by cardholders for each of the periods shown for the
Accounts. With respect to the Loss Experience table below, loss experience is
shown on a cash basis for Principal Receivables. If accrued Finance Charge
Receivables which have been written off were included in losses in the
following table, Net Losses would be higher as an absolute number and as a
percentage of the average of Principal and Finance Charge Receivables
outstanding during the periods indicated. There can be no assurance that the
loss and delinquency experience for the Receivables in the future will be
similar to the historical experience set forth below with respect to the
Accounts.

S-12
<PAGE>

LOSS EXPERIENCE FOR THE ACCOUNTS(1)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED -------------------------------------
JUNE 30, 1997 1996 1995 1994
---------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Average Principal
Receivables
Outstanding(2)......... $32,519,081 $31,225,337 $25,083,447 $18,066,914
Net Losses(3)........... $ 1,043,301 $ 1,678,991 $ 956,261 $ 685,118
Net Losses as a
Percentage of Average
Principal Receivables
Outstanding(4)......... 6.47% 5.38% 3.81% 3.79%
</TABLE>
- --------
(1) Losses consist of write-offs of Principal Receivables.
(2) Average Principal Receivables Outstanding is the average of Principal
Receivables outstanding during the periods indicated.
(3) Net losses as a percentage of gross charge-offs for the first six months
of 1997 were 92.62% and for each of the years ended December 31, 1996,
1995 and 1994 were 92.46%, 88.49% and 86.14%, respectively. Gross charge-
offs are charge-offs before recoveries and do not include the amount of
any reductions in Average Principal Receivables Outstanding due to fraud,
returned goods, customer disputes or certain other miscellaneous write-
offs.
(4) The percentage for the six months ended June 30, 1997 is an annualized
number.

DELINQUENCIES AS A PERCENTAGE OF THE ACCOUNTS(1)(2)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------------------------------
AS OF JUNE 30, 1997 1996 1995 1994
------------------------ ------------------------ ------------------------ ------------------------
NUMBER OF DAYS DELINQUENT DELINQUENT DELINQUENT DELINQUENT
DELINQUENT AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2) AMOUNT(1) PERCENTAGE(2)
-------------- ---------- ------------- ---------- ------------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
35-64 days.......... $ 631,761 1.91% $ 714,532 2.25% $ 699,878 2.75% $ 439,224 2.40%
65-94 days.......... 362,657 1.10 394,432 1.25 353,832 1.39 228,335 1.25
95 days or more..... 671,945 2.04 687,988 2.17 558,613 2.20 360,774 1.97
---------- ---- ---------- ---- ---------- ---- ---------- ----
Total.............. $1,666,363 5.05% $1,796,952 5.67% $1,612,323 6.34% $1,028,333 5.62%
========== ==== ========== ==== ========== ==== ========== ====
</TABLE>
- --------
(1) The Delinquent Amount includes both the Principal Receivables and Finance
Charge Receivables.
(2) The percentages are the result of dividing the Delinquent Amount by the
average of Principal and Finance Charge Receivables outstanding during the
periods indicated.

REVENUE EXPERIENCE

The revenues for the Accounts from finance charges, fees paid by cardholders
and interchange for the six months ended June 30, 1997 and for each year of
the three-year period ended December 31, 1996 are set forth in the following
table.

The revenue experience in the following table is presented on a cash basis
before deduction for charge-offs. Revenues from finance charges, fees and
interchange will be affected by numerous factors, including the periodic
finance charge on the Receivables, the amount of any annual membership fee,
other fees paid by cardholders, the percentage of cardholders who pay off
their balances in full each month and do not incur periodic finance charges on
purchases, the percentage of Accounts bearing finance charges at promotional
rates and changes in the level of delinquencies on the Receivables.

S-13
<PAGE>

REVENUE EXPERIENCE FOR THE ACCOUNTS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------
JUNE 30, 1997 1996 1995 1994
------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Finance Charges and Fees
Paid....................... $3,038,488 $5,732,865 $4,545,420 $3,397,756
Average Revenue
Yield(1)(2)................ 18.84% 18.36% 18.11% 18.81%
</TABLE>
- --------
(1) Average Revenue Yield is the result of dividing Finance Charges and Fees
Paid by Average Principal Receivables Outstanding during the periods
indicated.
(2) The percentage for the six months ended June 30, 1997 is an annualized
number.

The revenues related to periodic finance charges and fees (other than annual
fees) depend in part upon the collective preference of cardholders to use
their credit cards as revolving debt instruments for purchases and cash
advances and to pay off account balances over several months as opposed to
convenience use (where the cardholders prefer instead to pay off their entire
balance each month, thereby avoiding periodic finance charges on purchases)
and upon other services of which the cardholder chooses to avail himself and
which are paid for by the use of the card. Fees for these other services will
be treated for purposes of the Pooling Agreement and the Series Supplement as
Principal Receivables rather than Finance Charge Receivables; however, the
Banks will be permitted to specify that any such fees will be treated as
Finance Charge Receivables. Revenues related to periodic finance charges and
fees also depend on the types of charges and fees assessed on the Accounts.
Accordingly, revenues will be affected by future changes in the types of
charges and fees assessed on the Accounts and in the types of Additional
Accounts added from time to time. Revenues could be adversely affected by
future changes in fees and charges assessed by Citibank (South Dakota) and
other factors.

Citibank (South Dakota) has previously reduced the finance charges and
reduced or eliminated the annual fees applicable to, and modified some other
terms of, certain of the Accounts. These changes have reduced the gross yield
of the Accounts. See "The Accounts--Billing and Payments" in this Prospectus
Supplement.

CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS

Monthly payment rates on the Receivables may vary because, among other
things, cardholders may fail to make a required payment, may only make
payments as low as the minimum required payment or may make payments as high
as the entire outstanding balance. Monthly payment rates on the Receivables
may also vary due to seasonal purchasing and payment habits of cardholders.
The following table sets forth the highest and lowest cardholder monthly
payment rates for the Accounts during any month in the periods shown and the
average of the cardholder monthly payment rates for all months during the
periods shown, in each case calculated as a percentage of the total beginning
account balances for such month. Monthly payment rates reflected in the table
include amounts which would be deemed payments of Principal Receivables and
Finance Charge Receivables with respect to the Accounts. In addition, the
amount of outstanding Receivables and the rates of payments, delinquencies,
charge-offs and new borrowings on the Accounts depend on a variety of factors
including seasonal variations, the availability of other sources of credit,
general economic conditions, tax laws, consumer spending and borrowing
patterns and the terms of the Accounts (which are subject to change by
Citibank (South Dakota)).

CARDHOLDER MONTHLY PAYMENT RATES FOR THE ACCOUNTS

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED -------------------------
JUNE 30, 1997 1996 1995 1994
------------- ------- ------- -------
<S> <C> <C> <C> <C>
Lowest Month.......................... 18.05% 17.65% 17.59% 18.21%
Highest Month......................... 21.80% 21.05% 20.92% 21.33%
Average of the Months in the Period... 19.62% 19.39% 19.09% 19.69%
</TABLE>

S-14
<PAGE>

INTERCHANGE

Creditors participating in the VISA and MasterCard International
associations receive Interchange as partial compensation for taking credit
risk, absorbing fraud losses and funding receivables for a limited period
prior to initial billing. Under the VISA and MasterCard International systems,
a portion of this Interchange in connection with cardholder charges for
merchandise and services is passed from banks which clear the transactions for
merchants to credit card-issuing banks. Interchange ranges from approximately
1% to 1.85% of the transaction amount. Citibank (South Dakota) is required,
pursuant to the terms of the Pooling Agreement, to transfer to the Trust
Interchange attributed to cardholder charges for merchandise and services in
the Accounts. Interchange is allocated to the Trust on the basis of the
percentage equivalent of the ratio which the amount of cardholder charges for
merchandise and services in the Accounts bears to the total amount of
cardholder charges for merchandise and services in the Portfolio. VISA and
MasterCard International may from time to time change the amount of
Interchange reimbursed to banks issuing their credit cards. On each
Distribution Date, Servicer Interchange with respect to the related Due Period
that is on deposit in the Collection Account will be withdrawn from the
Collection Account and paid to the Servicer as described under "Series
Provisions--Servicing Compensation and Payment of Expenses" in the Prospectus.

THE RECEIVABLES

The Receivables in the Accounts as of July 6, 1997 included $490,558,252 of
Finance Charge Receivables and $34,840,611,467 of Principal Receivables (which
amounts include overdue Finance Charge Receivables and overdue Principal
Receivables). As of July 6, 1997 there were 28,525,134 Accounts. Included
within the Accounts are inactive Accounts that have no balance. The Accounts
had an average Principal Receivable balance of $1,221 and an average credit
limit of $5,007. The average total Receivable balance in the Accounts as a
percentage of the average credit limit with respect to the Accounts was 25%.
Approximately 86% of the Accounts were opened prior to June 1995.
Approximately 13.21%, 11.01%, 6.66% and 5.62% of the Accounts related to
cardholders having billing addresses in California, New York, Texas and
Florida, respectively. Not more than 5% of the Accounts related to cardholders
having billing addresses in any other single state.

S-15
<PAGE>

The following tables summarize the Accounts by various criteria as of July
6, 1997. References to "Receivables Outstanding" in the following tables
include both Finance Charge Receivables and Principal Receivables. Because the
composition of the Accounts will change in the future, these tables are not
necessarily indicative of the future composition of the Accounts.

COMPOSITION OF ACCOUNTS BY ACCOUNT BALANCE

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
ACCOUNT BALANCE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Credit Balance(1).......... 238,253 0.84% $ (44,249,790) (0.13)%
No Balance(2).............. 12,730,262 44.62 0 0.00
Less than or equal to
$500.00................... 3,824,274 13.41 773,517,978 2.20
$500.01 to $1,000.00....... 2,226,585 7.81 1,653,326,107 4.68
$1,000.01 to $2,000.00..... 3,360,583 11.78 4,940,885,194 13.98
$2,000.01 to $3,000.00..... 2,009,392 7.04 4,961,863,797 14.04
$3,000.01 to $4,000.00..... 1,269,500 4.45 4,403,913,369 12.46
$4,000.01 to $5,000.00..... 1,016,892 3.56 4,595,029,292 13.01
$5,000.01 to $6,000.00..... 612,010 2.15 3,345,493,629 9.47
$6,000.01 to $7,000.00..... 393,120 1.38 2,544,712,738 7.20
$7,000.01 to $8,000.00..... 275,952 0.97 2,062,819,498 5.84
$8,000.01 to $9,000.00..... 182,423 0.64 1,546,486,507 4.38
$9,000.01 to $10,000.00.... 137,474 0.48 1,303,885,461 3.69
Over $10,000.00............ 248,414 0.87 3,243,485,939 9.18
---------- ------ --------------- ------
Total.................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Credit balances are a result of cardholder payments and credit adjustments
applied in excess of an Account's unpaid balance. Accounts which currently
have a credit balance are included because Receivables may be generated
with respect thereto in the future.
(2) Accounts which currently have no balance are included because Receivables
may be generated with respect thereto in the future.

COMPOSITION OF ACCOUNTS BY CREDIT LIMIT

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
CREDIT LIMIT ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
------------ ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Less than or equal to
$500.00.................... 1,701,722 5.97% $ 90,507,589 0.27%
$500.01 to $1,000.00........ 1,829,965 6.42 527,235,954 1.49
$1,000.01 to $2,000.00...... 4,696,488 16.45 2,900,034,916 8.21
$2,000.01 to $3,000.00...... 3,503,092 12.28 3,008,037,607 8.51
$3,000.01 to $4,000.00...... 2,395,534 8.40 2,601,273,529 7.36
$4,000.01 to $5,000.00...... 3,342,605 11.72 4,389,238,371 12.42
Over $5,000.00.............. 11,055,728 38.76 21,814,841,753 61.74
---------- ------ --------------- ------
Total..................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>

S-16
<PAGE>

COMPOSITION OF ACCOUNTS BY PAYMENT STATUS

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
PAYMENT STATUS ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
-------------- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Current(1)................... 27,079,535 94.93% $31,646,535,341 89.57%
Up to 34 days delinquent..... 832,418 2.92 2,018,270,966 5.71
35 to 64 days delinquent..... 269,054 0.94 631,761,462 1.79
65 to 94 days delinquent..... 129,111 0.45 362,656,605 1.03
95 to 124 days delinquent.... 87,378 0.31 264,254,378 0.75
125 to 154 days delinquent... 70,023 0.25 224,662,333 0.64
155 to 184 days delinquent... 57,615 0.20 183,028,634 0.51
---------- ------ --------------- ------
Total...................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>
- --------
(1) Includes Accounts on which the minimum payment has not been received prior
to the next billing date following the issuance of the related bill.

COMPOSITION OF ACCOUNTS BY AGE

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL
NUMBER OF NUMBER OF RECEIVABLES RECEIVABLES
AGE ACCOUNTS ACCOUNTS OUTSTANDING OUTSTANDING
--- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Less than or equal to 6
months..................... 0 0.00% $ 0 0.00%
Over 6 months to 12 months.. 761,630 2.67 1,200,145,554 3.40
Over 12 months to 24
months..................... 3,252,649 11.40 4,120,266,624 11.66
Over 24 months to 36
months..................... 4,810,917 16.87 5,172,471,801 14.64
Over 36 months to 48
months..................... 2,983,364 10.46 3,322,278,590 9.40
Over 48 months.............. 16,716,574 58.60 21,516,007,150 60.90
---------- ------ --------------- ------
Total..................... 28,525,134 100.00% $35,331,169,719 100.00%
========== ====== =============== ======
</TABLE>

BILLING AND PAYMENTS

The Accounts have various billing and payment structures, including varying
periodic finance charges and fees. The following is information on the current
billing and payment characteristics of the Accounts.

Monthly billing statements are sent by Citibank (South Dakota) to
cardholders with balances at the end of the billing period. Each month a VISA
or MasterCard cardholder must make a minimum payment equal to (a) with respect
to nonpremium accounts, the sum of (i) the greater of $20 (or, if the then
current balance is less than $20, such balance) and 1/48 of the then current
balance, (ii) any amount which is past due and (iii) any amount which is in
excess of the credit limit; or (b) with respect to premium accounts, the sum
of (i) the greater of $50 (or, if the then current balance is less than $50,
such balance) and 1/48 of the then current balance, (ii) any amount which is
past due and (iii) any amount which is in excess of the credit limit;
provided, that in each case the required minimum payment will not be less than
the finance charges billed. Prior to December 1993, the minimum payments were
determined by reference to 1/36 of the then current balance, rather than 1/48.

A periodic finance charge is assessed on the Accounts. The periodic finance
charge assessed on balances for cash advances is calculated by multiplying (i)
the average daily balances for cash advances during the billing cycle by (ii)
the number of days in the billing cycle by (iii) the applicable daily periodic
finance charge. Cash advances are included in the average daily balance for
cash

S-17
<PAGE>

advances from the date such advances are made. The periodic finance charge
assessed on balances for purchases is calculated by multiplying the average
daily balance for purchases (the balance thereof on which finance charges are
assessed) by the applicable monthly periodic finance charge. Purchases are
included in the average daily balance for purchases generally from the date of
purchase. Periodic finance charges are not assessed in most circumstances on
purchase amounts if all balances shown in the previous billing statement are
paid in full by the due date indicated on such statement. The periodic finance
charge assessed on balances in most accounts for cash advances and purchases
is currently the Prime Rate (as published in The Wall Street Journal ) plus a
percentage ranging from 5.4% to 10.4% for accounts in good standing, and the
Prime Rate plus 12.9% for accounts which have been recently, or currently are,
delinquent. As of the most recent quarterly reset date, the periodic finance
charge ranged from 13.90% to 18.90% for most accounts in good standing, and
was 21.40% for most accounts which have been recently, or currently are,
delinquent. Citibank (South Dakota) may change the periodic finance charge on
accounts at any time by written notice to the cardholders. Any announced
increase in such rate will become effective upon the earlier of subsequent use
of a card and the expiration of a 25-day period from the date such change was
made effective (assuming failure on the part of the cardholder to object to
the new rate). Citibank (South Dakota) also offers promotional rates of
limited duration to attract new cardholders and to promote balance transfers
from other credit card issuers and, under certain circumstances, the periodic
finance charge on a limited number of accounts may be greater or less than
those assessed by Citibank (South Dakota) generally.

Prior to December 1993, Citibank (South Dakota) generally assessed an annual
membership fee of between $20 and $100 per account. Effective December 1,
1993, Citibank (South Dakota) eliminated the annual membership fee for certain
premium and nonpremium cardholders who met specified non-delinquency criteria.
This change did not apply to affinity or co-branded card products. In
addition, effective January 1, 1995, Citibank (South Dakota) eliminated the
annual fees applicable to certain other accounts, including certain of its
affinity and co-branded card products. These changes have reduced the gross
yield of the Accounts. Citibank (South Dakota) management believes that the
elimination of annual fees is within industry norms and is an important
component of management's initiative to maintain Citibank (South Dakota)'s
leadership position in the market for bank credit cards. Certain of the
Accounts may be subject to certain additional fees, including: (a) a late fee
of $20 if Citibank (South Dakota) does not receive a required minimum payment
by the payment due date shown on the monthly billing statement, which fee is
assessed monthly until the account is less than 30 days past due; (b) a cash
advance fee which is generally equal to 2% of the amount of the cash advance
(subject to a minimum fee of $2 with no maximum); (c) a returned payment fee
of $20; (d) a returned check fee of $20; (e) a stop payment fee of $20 and (f)
a fee of $20 with respect to each account with an outstanding balance over the
credit limit established for such account.

Payments by cardholders to Citibank (South Dakota) on the Accounts are
processed and applied to all minimum amounts due, from the oldest to the most
current, with respect to the following items in the following order: (i)
periodic finance charges on cash advances; (ii) periodic finance charges on
purchases; (iii) cash advance amounts and (iv) purchase amounts. When all
minimum amounts due are paid, payments are generally allocated first to cash
advance balances and then to purchase balances. There can be no assurance that
periodic finance charges, fees and other charges will remain at current levels
in the future.

S-18
<PAGE>

THE BANKS

Citibank (South Dakota), a national banking association and an indirect
wholly owned subsidiary of Citicorp located in Sioux Falls, South Dakota, was
formed in 1981 and conducts nationwide consumer lending programs primarily
comprised of credit card-related activities. Citibank (South Dakota) is the
nation's largest bank credit card issuer. The principal executive office of
Citibank (South Dakota) is located at 701 East 60th Street, North, Sioux
Falls, South Dakota 57117 (telephone (605) 331-2626).

Citibank (Nevada), a national banking association and an indirect wholly
owned subsidiary of Citicorp located in Las Vegas, Nevada, was formed in 1985
and conducts a retail banking business in the Las Vegas, Nevada area and
services credit card accounts for certain of its affiliates. The principal
executive office of Citibank (Nevada) is located at 8725 West Sahara Avenue,
Las Vegas, Nevada 89163 (telephone (702) 797-4444).

SUPPLEMENTAL SERIES PROVISIONS

CERTAIN DEFINITIONS

"Class A Monthly Interest" means, with respect to any Distribution Date,
one-twelfth of the product of (a) the Class A Certificate Rate and (b) the
outstanding principal amount of the Class A Certificates as of the close of
business on the preceding Distribution Date (after subtracting therefrom the
aggregate amount of all distributions of Class A Monthly Principal previously
made either to the Class A Principal Funding Account or to the Class A
Certificateholders) or, with respect to the first Distribution Date, interest
on the initial Class A Invested Amount at the Class A Certificate Rate from
and including the Series Issuance Date to but excluding September 15, 1997
(calculated on the basis of a 360-day year of twelve 30-day months), provided
that such amount will be adjusted to reflect any Additional Issuance during
the related Due Period.

"Class B Monthly Interest" means, with respect to any Distribution Date,
one-twelfth of the product of (a) the Class B Certificate Rate and (b) the
Class B Invested Amount as of the close of business on the preceding
Distribution Date (after giving effect to any increase or decrease in the
Class B Invested Amount on such preceding Distribution Date) or, with respect
to the first Distribution Date, interest on the initial Class B Invested
Amount at the Class B Certificate Rate from and including the Series Issuance
Date to but excluding September 15, 1997 (calculated on the basis of a 360-day
year of twelve 30-day months), provided that such amount will be adjusted to
reflect any Additional Issuance during the related Due Period.

ISSUANCE OF ADDITIONAL INVESTOR CERTIFICATES

The Series Supplement provides that, from time to time during the Revolving
Period, the Banks may, subject to certain conditions described below, cause
the Trustee to issue Additional Investor Certificates (each such issuance, an
"Additional Issuance"). When issued, the Additional Investor Certificates of
each class will be identical in all respects to the other outstanding Investor
Certificates of that class and will be equally and ratably entitled to the
benefits of the Pooling Agreement and the Series Supplement without
preference, priority or distinction.

In connection with each Additional Issuance, the outstanding principal
amounts of the Class A Certificates and the Class B Certificates and the
aggregate amount of Series Enhancement will all be increased pro rata. The
additional Series Enhancement provided in connection with an Additional
Issuance may take the form of an additional deposit to the Cash Collateral
Account, the purchase of interest rate caps or swaps and/or another form of
Series Enhancement, provided that the form and amount of additional Series
Enhancement will not cause a Ratings Effect.

S-19
<PAGE>

Following an Additional Issuance, the respective portions of the Series
Enhancement that are for the benefit of the Class A Certificateholders and the
Class B Certificateholders will remain the same, as a percentage of the total
Series Enhancement, as the respective proportions in effect on the Series
Issuance Date. The Class A Controlled Amortization Amount will be increased
proportionately to reflect the principal amount of additional Class A
Certificates, and the Class A Investment Fee will also be increased, provided
that the ratio of the maximum possible Class A Investment Fee to the Invested
Amount after giving effect to the Additional Issuance shall not be more than
150% of that ratio as in effect on the Series Issuance Date.

Additional Investor Certificates may be issued only upon the satisfaction of
certain conditions provided in the Series Supplement, including the following:
(a) on or before the fifth Business Day immediately preceding the date on
which the Additional Investor Certificates are to be issued, the Banks shall
have given the Trustee, the Servicer and any provider of Series Enhancement
written notice of such issuance and the date upon which it is to occur; (b)
after giving effect to the Additional Issuance, the total amount of Principal
Receivables shall be at least equal to the Required Minimum Principal Balance;
(c) the Banks shall have delivered to the Trustee any additional Series
Enhancement agreement related to the Additional Issuance, executed by each of
the parties to such agreement; (d) the Trustee shall have received
confirmation from the Rating Agency that such Additional Issuance will not
result in a Ratings Effect; (e) the Banks shall have delivered to the Trustee
a certificate of an authorized officer, dated the date upon which the
Additional Issuance is to occur, to the effect that the Banks reasonably
believe that such issuance will not at the time of its occurrence or at a
future date cause an Adverse Effect; (f) as of the date of the Additional
Issuance and taking the Additional Issuance into account, the amount on
deposit in the Cash Collateral Account, together with any additional Series
Enhancement, shall not be less than the amount required so that the Additional
Issuance will not result in a Ratings Effect; (g) as of the date of the
Additional Issuance, all amounts due and owing to the holders of Investor
Certificates shall have been paid, and there shall not be any unreimbursed
Class A or Class B Investor Charge-Offs; (h) the excess of the principal
amount of the Additional Investor Certificates over their issue price shall
not exceed the maximum amount permitted under the Code without the creation of
original issue discount; (i) the Banks' remaining interest in Principal
Receivables shall not be less than 2% of the total amount of Principal
Receivables, in each case as of the date upon which the Additional Issuance is
to occur after giving effect to such issuance; (j) as of the date of the
Additional Issuance and taking the Additional Issuance into account, the
Notional Amount must equal the sum of the initial principal amount of the
Class A Certificates and the principal amount of any Class A Certificates
issued pursuant to such Additional Issuance; and (k) the Banks shall have
delivered to the Trustee an opinion of counsel acceptable to the Trustee that
for federal and South Dakota income and franchise tax purposes (i) following
the Additional Issuance the Trust will not be an association (or publicly
traded partnership) taxable as a corporation, (ii) the Additional Investor
Certificates will be properly characterized as debt and (iii) the Additional
Issuance will not adversely affect the characterization of the outstanding
Investor Certificates or the investor certificates of any other Series as debt
and will not cause a taxable event to holders of any such investor
certificates.

There are no restrictions on the timing or amount of any Additional
Issuance, provided that the conditions described above are met. As of the date
of any Additional Issuance, the Class A Invested Amount and the Class B
Invested Amount will be increased to reflect the initial principal balance of
the Additional Investor Certificates of the respective classes.

POSTPONEMENT OF ACCUMULATION PERIOD

Upon written notice to the Trustee, the Sellers, the Rating Agency and the
Cash Collateral Depositor, the Servicer may elect to shorten the length of the
Accumulation Period, and extend by an equivalent period the length of the
Revolving Period, subject to certain conditions including those set forth
below. The Servicer may make such election only if the Accumulation Period
Length (determined

S-20
<PAGE>

as described below) is less than twelve months. On the Determination Date
immediately preceding the July 1999 Distribution Date and thereafter on each
Determination Date until the date the Accumulation Period begins, the Servicer
will determine the "Accumulation Period Length" based on the amount of
principal available to the investor certificates of all Series determined
based on the lowest monthly principal payment rate on the Receivables for the
prior 12 months and the amount of principal distributable to the
Certificateholders of all outstanding Series (excluding certain specified
Series) which are not in their revolving period. If the Accumulation Period
Length is less than twelve months, the Servicer may, at its option, postpone
the commencement of the Accumulation Period such that the number of months
included in the Accumulation Period will be equal to or exceed the
Accumulation Period Length. The effect of the foregoing calculation is to
permit the reduction of the length of the Accumulation Period based on the
invested amounts of certain other Series which are scheduled to be in their
revolving periods during the Accumulation Period and on increases in the
principal payment rate, which, if continued, would result in a shorter
Accumulation Period. The length of the Accumulation Period will not be less
than one month and will not be shorter than the period determined as of the
first date of determination unless the Trust has issued another Series of
investor certificates subsequent to that date and such Series is in its
revolving period. If the Accumulation Period is postponed in accordance with
the foregoing, and if an Early Amortization Event occurs after the date
originally scheduled as the commencement of the Accumulation Period, it is
probable that holders of Investor Certificates would receive some of their
principal later than if the Accumulation Period had not been so postponed.

S-21
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement
relating to the Class A Certificates (the "Class A Underwriting Agreement"),
the Banks have agreed to cause the Trust to sell to each of the underwriters
named below (the "Class A Underwriters"), and each of the Class A Underwriters
has severally agreed to purchase, the principal amount of Class A Certificates
set forth opposite its name:
CLASS A CERTIFICATES
<TABLE>
<CAPTION>
PRINCIPAL
CLASS A UNDERWRITERS AMOUNT
-------------------- ------------
<S> <C>
Citibank, N.A................................................... $156,250,000
Goldman, Sachs & Co. ........................................... 156,250,000
Lehman Brothers Inc. ........................................... 156,250,000
Salomon Brothers Inc............................................ 156,250,000
------------
Total...................................................... $625,000,000
============
</TABLE>

In the Class A Underwriting Agreement, the several Class A Underwriters have
agreed, subject to the terms and conditions set forth therein, to purchase all
$625,000,000 aggregate principal amount of the Class A Certificates offered
hereby if any Class A Certificates are purchased. In the event of default by
any Class A Underwriter, the Class A Underwriting Agreement provides that, in
certain circumstances, purchase commitments of the nondefaulting Class A
Underwriters may be increased or the Class A Underwriting Agreement may be
terminated. The Banks have been advised by the Class A Underwriters that the
several Class A Underwriters propose initially to offer the Class A
Certificates to the public at the public offering price set forth on the cover
page of this Prospectus Supplement, and to certain dealers at such price less
a concession not in excess of 0.175% of the principal amount of the Class A
Certificates. The Class A Underwriters may allow and such dealers may reallow
to other dealers a concession not in excess of 0.125% of such principal
amount. After the initial public offering, the public offering price and such
concessions may be changed.

Subject to the terms and conditions set forth in the underwriting agreement
relating to the Class B Certificates (the "Class B Underwriting Agreement";
the Class A Underwriting Agreement and the Class B Underwriting Agreement are
collectively referred to herein as the "Underwriting Agreements"), the Banks
have agreed to cause the Trust to sell to Lehman Brothers Inc. (the "Class B
Underwriter"; the Class A Underwriters and the Class B Underwriter are
collectively referred to herein as the "Underwriters") and the Class B
Underwriter has agreed to purchase, all $40,000,000 aggregate principal amount
of the Class B Certificates offered hereby if any Class B Certificates are
purchased.

The Banks have been advised by the Class B Underwriter that the Class B
Underwriter proposes initially to offer the Class B Certificates to the public
at the public offering price set forth on the cover page of this Prospectus
Supplement, and to certain dealers at such price less a concession not in
excess of 0.20% of the principal amount of the Class B Certificates. The Class
B Underwriter may allow and such dealers may reallow to other dealers a
concession not in excess of 0.15% of such principal amount. After the initial
public offering, the public offering price and such concessions may be
changed.

Each Underwriter that is a foreign broker or dealer not eligible for
membership in the National Association of Securities Dealers, Inc. (the
"NASD") has agreed not to make any sales within the United States, its
territories or possessions or to persons who are citizens thereof or residents
therein (other than certain sales made by the Underwriters as a group) except
that each such Underwriter shall be permitted to make sales to the other
Underwriters or to their United States affiliates provided that such sales are
made in compliance with applicable rules under the Exchange Act and in
conformity with the Rules of Fair Practice of the NASD.

S-22
<PAGE>

Each Underwriter will represent and agree that:

(a) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation
to the Investor Certificates in, from or otherwise involving the United
Kingdom;

(b) it has only issued, distributed or passed on and will only issue,
distribute or pass on in the United Kingdom any document received by it in
connection with the issue of the Investor Certificates to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 or is a person to whom
such document may otherwise lawfully be issued, distributed or passed on;

(c) if it is an authorized person under Chapter III of Part I of the
Financial Services Act 1986, it has only promoted and will only promote (as
that term is defined in Regulation 1.02(2) of the Financial Services
(Promotion of Unregulated Schemes) Regulations 1991) to any person in the
United Kingdom the scheme described in this Prospectus Supplement and the
Prospectus if that person is a kind described either in section 76(2) of
the Financial Services Act 1986 or in Regulation 1.04 of the Financial
Services (Promotion of Unregulated Schemes) Regulations 1991; and

(d) it is a person of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996.

The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation
M under the Securities Exchange Act of 1934, as amended. Over-allotment
involves sales in excess of the offering size, which creates a short position
for the Underwriters. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a specified
maximum. Covering transactions involve purchases of the Investor Certificates
in the open market after the distribution has been completed in order to cover
short positions. Penalty bids permit the Underwriters to reclaim a selling
concession from a dealer when the Investor Certificates originally sold by
such dealer are purchased in a covering transaction to cover short positions.
Such stabilizing transactions, covering transactions and penalty bids may
cause the price of the securities to be higher than it would otherwise be in
the absence of such transactions.

Neither the Banks nor the Underwriters make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the Investor Certificates. In addition, neither
the Banks nor the Underwriters make any representations that the Underwriters
will engage in such transactions or that such transactions, once commenced,
will not be discontinued without notice.

The Underwriting Agreements provide that the Banks will indemnify the
Underwriters against certain liabilities, including liabilities under
applicable securities laws, or contribute to payments the Underwriters may be
required to make in respect thereof.

The closing of the sale of each class of Investor Certificates is
conditioned upon the closing of the sale of the other class.

Citibank, N.A. is an affiliate of the Banks.

LEGAL MATTERS

Certain legal matters relating to the Investor Certificates will be passed
upon for the Banks and the Trust by Stephen E. Dietz, an Associate General
Counsel of Citibank, N.A., and for the Underwriters by Cravath, Swaine &
Moore, New York, New York. Mr. Dietz owns or has the right to acquire a number
of shares of common stock of Citicorp equal to less than .01% of the
outstanding common stock of Citicorp. Certain federal income tax and ERISA
matters will be passed upon for the Banks and the Trust by Cravath, Swaine &
Moore, New York, New York and certain South Dakota tax matters will be passed
upon for the Banks and the Trust by Davenport, Evans, Hurwitz & Smith, L.L.P.,
Sioux Falls, South Dakota.

S-23
<PAGE>

GLOSSARY SUPPLEMENT

<TABLE>
<S> <C>
Accumulation Period........................................................ S-7
Accumulation Period Length................................................. S-21
Additional Investor Certificates........................................... S-6
Additional Issuance........................................................ S-19
Banks...................................................................... S-1
Cash Collateral Account.................................................... S-5
Citibank (Nevada).......................................................... S-1
Citibank (South Dakota).................................................... S-1
Cedel...................................................................... S-1
Class A Certificate Rate................................................... S-3
Class A Certificates....................................................... S-1
Class A Controlled Amortization Amount..................................... S-3
Class A Enhancement........................................................ S-3
Class A Expected Final Payment Date........................................ S-3
Class A Interest Payment Dates............................................. S-3
Class A Investment Fee..................................................... S-3
Class A Monthly Interest................................................... S-19
Class A Underwriters....................................................... S-22
Class A Underwriting Agreement............................................. S-22
Class B Certificate Rate................................................... S-4
Class B Certificates....................................................... S-1
Class B Expected Final Payment Date........................................ S-4
Class B Interest Payment Dates............................................. S-4
Class B Monthly Interest................................................... S-19
Class B Underwriter........................................................ S-22
Class B Underwriting Agreement............................................. S-22
Distribution Date.......................................................... S-5
DTC........................................................................ S-1
Euroclear.................................................................. S-1
Group One.................................................................. S-7
Initial Cash Collateral Amount............................................. S-5
Initial Class B Enhancement Amount......................................... S-4
Initial Shared Enhancement Amount.......................................... S-4
Interchange................................................................ S-15
Investor Certificates...................................................... S-1
NASD....................................................................... S-22
Net Servicing Fee Rate..................................................... S-8
Portfolio.................................................................. S-9
Receivables................................................................ S-1
Revolving Period........................................................... S-7
Series Cut-Off Date........................................................ S-7
</TABLE>

S-24
<PAGE>

<TABLE>
<S> <C>
Series Issuance Date....................................................... S-7
Series Supplement.......................................................... S-6
Series Termination Date.................................................... S-8
Servicer Interchange Rate.................................................. S-7
Summary of Terms........................................................... S-3
Trust...................................................................... S-1
Trust Cut-Off Date......................................................... S-12
Underwriters............................................................... S-22
Underwriting Agreements.................................................... S-22
</TABLE>

S-25
<PAGE>

ANNEX I

PRIOR ISSUANCES OF INVESTOR CERTIFICATES

The tables below set forth the principal characteristics of the Credit Card
Participation Certificates, Series 1991-3, 1991-6, 1992-1, 1992-3, 1993-1,
1993-2, 1993-3, 1994-2, 1994-3, 1994-A, 1994-4, 1995-1, 1995-3, 1995-4, 1995-
5, 1995-6, 1995-A, 1995-J1, 1995-7, 1995-8, 1995-9, 1995-10, 1995-11, 1996-1,
1996-2, 1996-3, 1996-4, 1996-5, 1996-6, 1997-1, 1997-2, 1997-3, 1997-4, 1997-5
and 1997-6, the only other Series heretofore issued by the Trust and still
outstanding. For more specific information with respect to any Series, any
prospective investor should contact the Servicer at (718) 248-5163. The
Servicer will provide, without charge, to any prospective purchaser of
Investor Certificates, a copy of the Disclosure Documents for any previous or
concurrent publicly issued Series.

1. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1991-3

Group...................................................................... One
Class A Invested Amount........................................... $875,000,000
Class B Invested Amount........................................... $109,000,000
Class A Certificate Rate...................................... 8 7/8% per annum
Class B Certificate Rate...................................... 9 1/4% per annum
Class A Expected Final Payment Date................ July 1998 Distribution Date
Class B Expected Final Payment Date........... September 1998 Distribution Date
Initial Cash Collateral Amount..................................... $68,880,000
Series Servicing Fee Rate*..................................... 1.87% per annum
Series Termination Date....................... September 1999 Distribution Date
Series Issuance Date............................................. June 27, 1991

2. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1991-6

Group...................................................................... One
Class A Invested Amount........................................... $850,000,000
Class B Invested Amount........................................... $105,500,000
Class A Certificate Rate...................................... 7.875% per annum
Class B Certificate Rate...................................... 8.350% per annum
Class A Expected Final Payment Date............ November 1998 Distribution Date
Class B Expected Final Payment Date............. January 1999 Distribution Date
Initial Cash Collateral Amount..................................... $47,775,000
Stated L/C Amount.................................................. $19,110,000
Series Servicing Fee Rate*..................................... 1.87% per annum
Series Termination Date......................... January 2000 Distribution Date
Series Issuance Date......................................... November 20, 1991

- --------
* With respect to Series 1991-3 through Series 1992-3, the Series Servicing
Fee did not include any Servicer Interchange or similar amount. As a result,
the term "Portfolio Yield", when used with respect to any such Series, would
not be reduced by the amount of any Servicer Interchange or similar amount
with respect to any Series. See "Special Considerations--Master Trust
Considerations--The Ability of Citibank (South Dakota) to Change Terms of
the Accounts" in the Prospectus.

I-1
<PAGE>

3. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1992-1

Group....................................................................... One
Class A Invested Amount.......................................... $1,550,000,000
Class B Invested Amount............................................ $134,800,000
Class A Certificate Rate.......................................... Floating Rate
Class B Certificate Rate....................................... 6 1/4% per annum
Class A Expected Final Payment Date............... August 1997 Distribution Date
Class B Expected Final Payment Date............ September 1997 Distribution Date
Initial Cash Collateral Amount...................................... $80,300,000
Stated L/C Amount................................................... $25,000,000
Series Servicing Fee Rate*...................................... 1.87% per annum
Series Termination Date........................ September 1998 Distribution Date
Series Issuance Date............................................ August 20, 1992

4. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1992-3

Group....................................................................... One
Class A Invested Amount.......................................... $1,250,000,000
Class B Invested Amount............................................. $80,000,000
Class A Certificate Rate.......................................... Floating Rate
Class B Certificate Rate.......................................... Floating Rate
Class A Expected Final Payment Date................. September 1997 Payment Date
Class B Expected Final Payment Date................... October 1997 Payment Date
Initial Shared Enhancement Amount................................... $66,500,000
Initial Class B Enhancement Amount.................................. $26,600,000
Series Servicing Fee Rate*...................................... 1.87% per annum
Series Termination Date............................... October 1998 Payment Date
Series Issuance Date......................................... September 30, 1992

5. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1993-1

Group....................................................................... One
Maximum Class A Invested Amount.................................... $850,000,000
Class B Invested Amount............................................. $74,000,000
Class A Certificate Rate.......................................... Floating Rate
Class B Certificate Rate....................................... 5 1/2% per annum
Class A Expected Final Payment Date............... August 1997 Distribution Date
Class B Expected Final Payment Date............ September 1997 Distribution Date
Stated L/C Amount................................................... $55,440,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date........................ September 1998 Distribution Date
Series Issuance Date............................................ August 11, 1993

I-2
<PAGE>

6. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1993-2

Group....................................................................... One
Class A Invested Amount............................................ $750,000,000
Class B Invested Amount............................................. $48,000,000
Class A Certificate Rate........................................ 5.95% per annum
Class B Certificate Rate........................................ 6.15% per annum
Class A Expected Final Payment Date............ September 2003 Distribution Date
Class B Expected Final Payment Date.............. October 2003 Distribution Date
Initial Shared Enhancement Amount................................... $39,900,000
Initial Class B Enhancement Amount.................................. $15,960,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date.......................... October 2004 Distribution Date
Series Issuance Date.......................................... September 2, 1993

7. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1993-3

Group....................................................................... One
Class A Invested Amount............................................ $750,000,000
Class B Invested Amount............................................. $48,000,000
Class A Certificate Rate........................................ 5.50% per annum
Class B Certificate Rate........................................ 5.70% per annum
Class A Expected Final Payment Date.............. January 1999 Distribution Date
Class B Expected Final Payment Date............. February 1999 Distribution Date
Initial Shared Enhancement Amount................................... $39,900,000
Initial Class B Enhancement Amount.................................. $15,960,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date......................... February 2000 Distribution Date
Series Issuance Date.......................................... December 21, 1993

8. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-2

Group....................................................................... One
Class A Invested Amount............................................ $940,000,000
Class B Invested Amount............................................. $60,000,000
Class A Certificate Rate........................................ 7.25% per annum
Class B Certificate Rate........................................ 7.50% per annum
Class A Expected Final Payment Date................ April 2006 Distribution Date
Class B Expected Final Payment Date................ April 2006 Distribution Date
Initial Shared Enhancement Amount................................... $50,000,000
Initial Class B Enhancement Amount.................................. $20,000,000
Series Servicing Fee Rate....................................... 0.37% per annum
Series Termination Date............................ April 2008 Distribution Date
Series Issuance Date............................................. March 30, 1994

I-3
<PAGE>

9. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-3

Group...................................................................... One
Class A Invested Amount........................................... $500,000,000
Class B Invested Amount............................................ $32,000,000
Class A Certificate Rate....................................... 6.80% per annum
Class B Certificate Rate....................................... 7.00% per annum
Class A Expected Final Payment Date............... April 1999 Distribution Date
Class B Expected Final Payment Date............... April 1999 Distribution Date
Initial Shared Enhancement Amount.................................. $26,600,000
Initial Class B Enhancement Amount................................. $10,640,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date........................... April 2001 Distribution Date
Series Issuance Date............................................ April 14, 1994

10. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-A

Group.................................................................. One
Class A Invested Amount....................................... $350,000,000
Class B Invested Amount........................................ $22,400,000
Class A Certificate Rate.................................. 7.875% per annum
Class B Certificate Rate..................................... Floating Rate
Class A Expected Final Payment Date........ December 1997 Distribution Date
Class B Expected Final Payment Date........ December 1997 Distribution Date
Initial Shared Enhancement Amount.............................. $18,620,000
Initial Class B Enhancement Amount.............................. $7,448,000
Series Servicing Fee Rate.................................. 0.37% per annum
Series Termination Date.................... December 1999 Distribution Date
Series Issuance Date...................................... December 7, 1994

11. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1994-4

Group.................................................................. One
Class A Invested Amount....................................... $750,000,000
Class B Invested Amount........................................ $48,000,000
Class A Certificate Rate................................... 8.25% per annum
Class B Certificate Rate..................................... Floating Rate
Class A Expected Final Payment Date........ November 2001 Distribution Date
Class B Expected Final Payment Date........ November 2001 Distribution Date
Initial Shared Enhancement Amount.............................. $39,900,000
Initial Class B Enhancement Amount............................. $15,960,000
Series Servicing Fee Rate.................................. 0.37% per annum
Series Termination Date.................... November 2003 Distribution Date
Series Issuance Date..................................... December 14, 1994

I-4
<PAGE>

12. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-1

Group...................................................................... One
Class A Invested Amount........................................... $625,000,000
Class B Invested Amount............................................ $40,000,000
Class A Certificate Rate....................................... 8.25% per annum
Class B Certificate Rate....................................... 8.45% per annum
Class A Expected Final Payment Date............. January 2005 Distribution Date
Class B Expected Final Payment Date............. January 2005 Distribution Date
Initial Shared Enhancement Amount.................................. $33,250,000
Initial Class B Enhancement Amount................................. $13,300,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date......................... January 2007 Distribution Date
Series Issuance Date.......................................... January 20, 1995

13. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-3

Group...................................................................... One
Class A Invested Amount........................................... $625,000,000
Class B Invested Amount............................................ $40,000,000
Class A Certificate Rate....................................... 7.85% per annum
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date............ February 2000 Distribution Date
Class B Expected Final Payment Date............ February 2000 Distribution Date
Initial Shared Enhancement Amount.................................. $33,250,000
Initial Class B Enhancement Amount................................. $13,300,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date........................ February 2002 Distribution Date
Series Issuance Date......................................... February 16, 1995

14. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-4

Group...................................................................... One
Class A Invested Amount......................................... $1,000,000,000
Class B Invested Amount............................................ $64,000,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate....................................... 7.65% per annum
Class A Expected Final Payment Date................. February 1998 Payment Date
Class B Expected Final Payment Date................. February 1998 Payment Date
Initial Shared Enhancement Amount.................................. $53,200,000
Initial Class B Enhancement Amount................................. $21,280,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................. February 2000 Payment Date
Series Issuance Date......................................... February 23, 1995

I-5
<PAGE>

15. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-5

Group...................................................................... One
Class A Invested Amount......................................... $1,000,000,000
Class B Invested Amount............................................ $64,000,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date................. May 1998 Distribution Date
Class B Expected Final Payment Date................. May 1998 Distribution Date
Initial Shared Enhancement Amount.................................. $53,200,000
Initial Class B Enhancement Amount................................. $21,280,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................. May 2000 Distribution Date
Series Issuance Date............................................... May 9, 1995

16. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-6

Group...................................................................... One
Class A Invested Amount........................................... $750,000,000
Class B Invested Amount............................................ $48,000,000
Class A Certificate Rate....................................... 6.75% per annum
Class B Certificate Rate....................................... 6.90% per annum
Class A Expected Final Payment Date................ June 1998 Distribution Date
Class B Expected Final Payment Date................ June 1998 Distribution Date
Initial Shared Enhancement Amount.................................. $39,900,000
Initial Class B Enhancement Amount................................. $15,960,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................ June 2000 Distribution Date
Series Issuance Date.............................................. May 11, 1995

17. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-A

Group...................................................................... One
Class A Invested Amount........................................... $300,000,000
Class B Invested Amount............................................ $19,150,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date................ September 1998 Payment Date
Class B Expected Final Payment Date................ September 1998 Payment Date
Initial Shared Enhancement Amount.................................. $15,957,500
Initial Class B Enhancement Amount.................................. $6,383,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date............................ September 2000 Payment Date
Series Issuance Date............................................ August 2, 1995

I-6
<PAGE>

18. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-J1

Group...................................................................... One
Class A Invested Amount........................................... $340,715,503
Class B Invested Amount............................................ $21,750,000
Class A Certificate Rate...................................... 6.483% per annum
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date.............. August 2000 Distribution Date
Class B Expected Final Payment Date.............. August 2000 Distribution Date
Initial Shared Enhancement Amount.................................. $18,123,276
Initial Class B Enhancement Amount.................................. $7,249,310
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date.......................... August 2002 Distribution Date
Series Issuance Date............................................ August 7, 1995

19. CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-7

Group.......................................................................One
Maximum Allocable Invested Amount................................$3,000,000,000
Certificate Rate..................................................Floating Rate
Required Available Cash Collateral Amount.......7.75% of the Allocable Invested
Amount
Series Servicing Fee Rate.......................................0.37% per annum
Earliest Possible Series Termination Date.........August 2001 Distribution Date
Series Issuance Date............................................August 17, 1995

20. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-8

Group.......................................................................One
Class A Invested Amount............................................$400,000,000
Class B Invested Amount.............................................$25,540,000
Class A Certificate Rate........................................6.70% per annum
Class B Certificate Rate........................................6.85% per annum
Class A Expected Final Payment Date............September 2000 Distribution Date
Class B Expected Final Payment Date............September 2000 Distribution Date
Earliest Possible Initial Principal Payment Date....September 1998 Distribution
Date
Initial Shared Enhancement Amount...................................$21,277,000
Initial Class B Enhancement Amount...................................$8,510,800
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date........................September 2002 Distribution Date
Series Issuance Date..........................................September 7, 1995

I-7
<PAGE>

21. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-9

Group.......................................................................One
Class A Invested Amount............................................$500,000,000
Class B Invested Amount.............................................$32,000,000
Class A Certificate Rate........................................6.55% per annum
Class B Certificate Rate........................................6.65% per annum
Class A Expected Final Payment Date..............October 2005 Distribution Date
Class B Expected Final Payment Date..............October 2005 Distribution Date
Initial Shared Enhancement Amount...................................$26,600,000
Initial Class B Enhancement Amount..................................$10,640,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date..........................October 2007 Distribution Date
Series Issuance Date...........................................October 13, 1995

22. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-10

Group.......................................................................One
Class A Invested Amount............................................$750,000,000
Class B Invested Amount.............................................$48,000,000
Class A Certificate Rate........................................5.90% per annum
Class B Certificate Rate........................................6.05% per annum
Class A Expected Final Payment Date.............February 1999 Distribution Date
Class B Expected Final Payment Date.............February 1999 Distribution Date
Initial Shared Enhancement Amount...................................$39,900,000
Initial Class B Enhancement Amount..................................$15,960,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date.........................February 2001 Distribution Date
Series Issuance Date..........................................November 16, 1995

23. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1995-11

Group.......................................................................One
Class A Invested Amount............................................$625,000,000
Class B Invested Amount.............................................$40,000,000
Class A Certificate Rate..........................................Floating Rate
Class B Certificate Rate..........................................Floating Rate
Class A Expected Final Payment Date..................November 1998 Payment Date
Class B Expected Final Payment Date..................November 1998 Payment Date
Initial Shared Enhancement Amount...................................$33,250,000
Initial Class B Enhancement Amount..................................$13,300,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date..............................November 2000 Payment Date
Series Issuance Date..........................................November 29, 1995

I-8
<PAGE>

24. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-1

Group.......................................................................One
Class A Face Amount(1)...........................................$1,000,000,000
Class B Face Amount(1)..............................................$64,000,000
Class A Initial Invested Amount....................................$748,172,375
Class B Initial Invested Amount.....................................$47,532,597
Class A Invested Amount as of the July 1997 Distribution Date......$813,019,099
Class B Invested Amount as of the July 1997 Distribution Date.......$51,761,231
Class A Certificate Rate............................................Zero Coupon
Class B Certificate Rate............................................Zero Coupon
Class A Accretion Rate.......................................5.79069% per annum
Class B Accretion Rate......................................5.937664% per annum
Class A Expected Final Payment Date.............February 2001 Distribution Date
Class B Expected Final Payment Date.............February 2001 Distribution Date
Initial Shared Enhancement Amount...................................$53,200,000
Initial Class B Enhancement Amount..................................$21,280,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date.........................February 2003 Distribution Date
Series Issuance Date...........................................January 29, 1996

25. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-2

Group.......................................................................One
Class A Invested Amount............................................$500,000,000
Class B Invested Amount.............................................$32,000,000
Class A Certificate Rate.......................................5.625% per annum
Class B Certificate Rate..........................................Floating Rate
Class A Expected Final Payment Date.....................March 2001 Payment Date
Class B Expected Final Payment Date.....................March 2001 Payment Date
Initial Shared Enhancement Amount...................................$26,600,000
Initial Class B Enhancement Amount..................................$10,640,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date.................................March 2003 Payment Date
Series Issuance Date...............................................March 7,1996

26. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-3

Group.......................................................................One
Class A Invested Amount............................................$664,761,018
Class B Invested Amount.............................................$42,440,000
Class A Certificate Rate..........................................Floating Rate
Class B Certificate Rate..........................................Floating Rate
Class A Expected Final Payment Date.......................May 1999 Payment Date
Class B Expected Final Payment Date..................May 1999 Distribution Date
Initial Shared Enhancement Amount...................................$35,360,051
Initial Class B Enhancement Amount..................................$14,144,020
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date...................................May 2001 Payment Date
Series Issuance Date...............................................May 15, 1996
- --------
(1) Indicates amount payable to the Certificateholders at maturity assuming,
among other things, that (a) neither an Early Amortization Event nor an
Accretion Termination Event occurs and (b) the monthly accretion amount
with respect to each Class of Investor Certificates is fully funded each
month prior to the Expected Final Payment Date for such Class.

I-9
<PAGE>

27. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-4

Group........................................................................One
Class A Invested Amount.............................................$675,082,698
Class B Invested Amount..............................................$43,200,000
Class A Certificate Rate...........................................Floating Rate
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date.....................August 2001 Payment Date
Class B Expected Final Payment Date................August 2001 Distribution Date
Initial Shared Enhancement Amount....................................$35,914,135
Initial Class B Enhancement Amount...................................$14,365,654
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date.................................August 2003 Payment Date
Series Issuance Date.............................................August 22, 1996

28. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-5

Group........................................................................One
Class A Invested Amount.............................................$750,000,000
Class B Invested Amount..............................................$48,000,000
Class A Certificate Rate...........................................Floating Rate
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date..................September 2003 Payment Date
Class B Expected Final Payment Date..................September 2003 Payment Date
Initial Shared Enhancement Amount....................................$39,900,000
Initial Class B Enhancement Amount...................................$15,960,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..............................September 2005 Payment Date
Series Issuance Date.............................................August 29, 1996

29. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1996-6

Group........................................................................One
Class A Invested Amount.............................................$940,000,000
Class B Invested Amount..............................................$60,000,000
Class A Certificate Rate...........................................Floating Rate
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date...................December 2006 Payment Date
Class B Expected Final Payment Date...................December 2006 Payment Date
Initial Shared Enhancement Amount....................................$50,000,000
Initial Class B Enhancement Amount...................................$20,000,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date...............................December 2008 Payment Date
Series Issuance Date............................................December 3, 1996

I-10
<PAGE>

30. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-1

Group........................................................................One
Class A Invested Amount.............................................$250,000,000
Class B Invested Amount..............................................$16,000,000
Class A Certificate Rate.........................................6.25% per annum
Class B Certificate Rate...........................................Floating Rate
Class A Expected Final Payment Date..............February 2000 Distribution Date
Class B Expected Final Payment Date..............February 2000 Distribution Date
Initial Shared Enhancement Amount....................................$13,300,000
Initial Class B Enhancement Amount....................................$5,320,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..........................February 2002 Distribution Date
Series Issuance Date...........................................February 10, 1997

31. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-2

Group........................................................................One
Class A Invested Amount.............................................$750,000,000
Class B Invested Amount..............................................$48,000,000
Class A Certificate Rate.........................................6.55% per annum
Class B Certificate Rate.........................................6.70% per annum
Class A Expected Final Payment Date..............February 2002 Distribution Date
Class B Expected Final Payment Date..............February 2002 Distribution Date
Initial Shared Enhancement Amount....................................$39,900,000
Initial Class B Enhancement Amount...................................$15,960,000
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..........................February 2004 Distribution Date
Series Issuance Date............................................January 28, 1997

32. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-3

Group........................................................................One
Class A Invested Amount.............................................$400,000,000
Class B Invested Amount..............................................$25,540,000
Class A Certificate Rate........................................6.839% per annum
Class B Certificate Rate....................................... 6.989% per annum
Class A Expected Final Payment Date......February 2002 Distribution Date Class B
Expected Final Payment Date......................February 2002 Distribution Date
Earliest Possible Initial Principal Payment Date......February 2000 Distribution
Date
Initial Shared Enhancement Amount....................................$21,277,000
Initial Class B Enhancement Amount....................................$8,510,800
Series Servicing Fee Rate........................................0.37% per annum
Series Termination Date..........................February 2004 Distribution Date
Series Issuance Date...........................................February 10, 1997

I-11
<PAGE>

33. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-4

Group...................................................................... One
Class A Invested Amount........................................... $750,000,000
Class B Invested Amount............................................ $48,000,000
Class A Certificate Rate......................................... Floating Rate
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date............... March 2009 Distribution Date
Class B Expected Final Payment Date............... March 2009 Distribution Date
Initial Shared Enhancement Amount.................................. $39,900,000
Initial Class B Enhancement Amount................................. $15,960,000
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date........................... March 2011 Distribution Date
Series Issuance Date......................................... February 20, 1997

34. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-5

Group...................................................................... One
Class A Invested Amount........................................... $567,375,887
Class B Invested Amount............................................ $36,342,987
Class A Certificate Rate..................................... 6.6175% per annum
Class B Certificate Rate......................................... Floating Rate
Class A Expected Final Payment Date..................... July 2007 Payment Date
Class B Expected Final Payment Date..................... July 2007 Payment Date
Initial Shared Enhancement Amount.................................. $30,185,944
Initial Class B Enhancement Amount................................. $12,074,377
Series Servicing Fee Rate...................................... 0.37% per annum
Series Termination Date................................. July 2009 Payment Date
Series Issuance Date............................................. July 24, 1997

35. CLASS A AND CLASS B CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-6

Group.......................................................................One
Class A Face Amount(1)...........................................$1,000,000,000
Class B Face Amount(1)..............................................$64,000,000
Class A Initial Invested Amount....................................$642,086,168
Class B Initial Invested Amount.....................................$40,676,219
Class A Certificate Rate............................................Zero Coupon
Class B Certificate Rate............................................Zero Coupon
Class A Accretion Rate....................................6.32311704% per annum
Class B Accretion Rate....................................6.46918258% per annum
Class A Expected Final Payment Date...............August 2004 Distribution Date
Class B Expected Final Payment Date...............August 2004 Distribution Date
Initial Shared Enhancement Amount...................................$53,200,000
Initial Class B Enhancement Amount..................................$21,280,000
Series Servicing Fee Rate.......................................0.37% per annum
Series Termination Date...........................August 2006 Distribution Date
Series Issuance Date.............................................August 7, 1997
- --------
(1) Indicates amount payable to the Certificateholders at maturity assuming,
among other things, that (a) neither an Early Amortization Event nor an
Accretion Termination Event occurs and (b) the monthly accretion amount
with respect to each Class of Investor Certificates is fully funded each
month prior to the Expected Final Payment Date for such Class.

I-12
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

No dealer, salesman or any other person has been authorized to give any in-
formation or to make any representations not contained or incorporated by ref-
erence in this Prospectus Supplement or the accompanying Prospectus in connec-
tion with the offer made by this Prospectus Supplement and the accompanying
Prospectus and, if given or made, such information or representations must not
be relied upon. Neither the delivery of this Prospectus Supplement nor the ac-
companying Prospectus nor any sale made hereunder and thereunder shall under
any circumstances create any implication that there has been no change in the
affairs of Citibank (South Dakota), N.A. or Citibank (Nevada), National Asso-
ciation or in the Receivables or the Accounts since the date hereof. This Pro-
spectus Supplement and the accompanying Prospectus do not constitute an offer
or solicitation by anyone in any state in which such offer or solicitation is
not authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.

------------

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary of Series Terms................................................... S-3
The Credit Card Business of Citibank
(South Dakota)........................................................... S-9
The Accounts.............................................................. S-12
The Banks................................................................. S-19
Supplemental Series Provisions............................................ S-19
Underwriting.............................................................. S-22
Legal Matters............................................................. S-23
Glossary Supplement....................................................... S-24
Annex I: Prior Issuances of Investor Certificates......................... I-1
PROSPECTUS
Available Information..................................................... 2
Reports to Certificateholders............................................. 2
Incorporation of Certain Documents by Reference........................... 2
Prospectus Summary........................................................ 3
Special Considerations.................................................... 13
The Banks................................................................. 21
Use of Proceeds........................................................... 21
The Trust................................................................. 21
Master Trust Provisions................................................... 22
Series Provisions......................................................... 28
The Pooling Agreement Generally........................................... 55
Certain Legal Aspects of the Receivables.................................. 68
Tax Matters............................................................... 70
ERISA Considerations...................................................... 74
Plan of Distribution...................................................... 76
Legal Matters............................................................. 77
Glossary.................................................................. 78
Annex I: Global Clearance, Settlement and Tax Documentation Procedures.... I-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

CITIBANK CREDIT CARD MASTER TRUST I

$625,000,000
6.35% CLASS A CREDIT CARD PARTICIPATION CERTIFICATES, SERIES 1997-7

$40,000,000
6.45% CLASS B CREDIT CARD
PARTICIPATION CERTIFICATES,
SERIES 1997-7

CITIBANK (SOUTH DAKOTA), N.A.
SELLER AND SERVICER

CITIBANK (NEVADA), NATIONAL ASSOCIATION
SELLER

PROSPECTUS SUPPLEMENT

Underwriters of the Class A Certificates
CITIBANK
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
SALOMON BROTHERS INC

Underwriter of the Class B Certificates
LEHMAN BROTHERS

DATED AUGUST 8, 1997

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------