Citi PremierPass^® / Expedia.com^® World MasterCard^®

Additional Disclosures

¹ $50 or $100, for the Citi PremierPass / Expedia.com Card and Citi PremierPass / Expedia.com Card - Elite Level, respectively, will appear as a statement credit upon first eligible Expedia purchase with the card. Car reservations that are not booked as part of a vacation package (via the “vacation package” tab on the Expedia.com site), cruise bookings, and hotel reservations for non-“Expedia® Special Rate hotels” do not qualify.

² To redeem for flights available on Expedia, go to thankyou.com.

³ Earn 2 points for every dollar spent on all purchases made at Expedia.com, except car reservations that are not booked as part of a vacation package (via the Vacation Package tab on the Expedia.com site), cruise bookings, and hotel reservations for non-“Expedia® Special Rate hotels”, which will receive one point for every dollar spent using your Card.

Plus you earn one additional point from Expedia for every $1 spent on hotel, flight + hotel, cruises, or activities totaling $50 or more. To learn how, visit Expedia.com/Thankyou. For reward selection, visit thankyou.com. Points from Expedia are not subject to an annual point cap.

⁴ The total number of points that may be earned on Citi PremierPass / Expedia.com Card is 100,000 per calendar year, only 50,000 of which may be earned through miles flown. The total number of points that may be earned on Citi PremierPass / Expedia.com Card – Elite Level is 200,000 per calendar year, only 100,000 of which may be earned through miles flown. For every point earned from purchases, one point earned from miles flown becomes available for redemption. With the Citi PremierPass / Expedia Card Card – Elite Level, you earn 2 points on every dollar you spend on select purchases at gas stations, supermarkets, and drugstores, plus earn 1 point for every dollar you spend on all other purchases. Points from Expedia are not subject to an annual cap.

⁵ 0% APR for purchases and balance transfers (not cash advances) for 6 months on Citi PremierPass / Expedia.com Card. After promotional period, standard APR for purchases will be applied to all remaining promotional balances. 0% APR for purchases (not balance transfers or cash advances) for 6 months on Citi PremierPass / Expedia.com Card – Elite level. After promotional period, standard APR for purchases will be applied to all remaining promotional balances. As of August 1, 2008, standard APR for purchases – 10.99%, standard variable APR for cash advances – 19.99%. However, if you default under any Card Agreement, we may automatically increase the rate of balances (including promotional balances) to a variable default rate of 28.99%. Minimum finance charge - $ 0.50. Foreign purchase transaction fee – 3.0% of purchase amount after conversion to U.S. dollars. Cash advance fee – 3.0% of cash advance amount, $5 minimum. Balance transfer fee – 3.0% of balance transfer amount, $5 minimum. Annual fee of $75 applies with Citi PremierPass / Expedia.com Card – Elite level.

⁶ Airline participation in complimentary companion travel program varies from market to market and is based on airline control and availability. Passenger is responsible for all fees, taxes and charges incurred with the travel and must make reservations through Spirit Incentives. Details will be provided upon card membership.

⁷ Applications subject to credit approval. Some accounts may not be available for immediate use.

⁸ Barnes & Noble is not a sponsor or co-sponsor of this promotion. Please see back of gift card for terms and conditions of use. Barnes & Noble is not liable for any alleged or actual claims related to this offer.

⁹ You can choose a domestic (within the 48 continental United States) flight of up to $400 in value on virtually any airline for just 20,000 ThankYou Points. And, if the ticket you want is over $400 in value, simply redeem 5,000 more points for every incremental $50 of ticket value.

^† From SmartMoney Magazine, January 2008

Additional reward limitations, terms, and conditions apply. You will be given further information when you apply. New cardmembers only. Subject to credit approval.

©2007 Citibank (South Dakota), N.A.

Citi, Citibank, Citi PremierPass, ThankYou Design, ThankYou and Citi with Arc Design are registered service marks of Citigroup Inc.

Expedia, Expedia.com and the Airplane logo are either registered trademarks or trademarks of Expedia, Inc. in the U.S. and/or other countries.

MasterCard® is a registered trademark of MasterCard® International Incorporated.