Counting such store cards, particularly its Sears cards, Citigroup would remain the largest card issuer, with $146 billion in balances.

About 37 percent of its credit card receivables come from MasterCard, and the rest from Sears cards.

Citigroup, the largest credit card issuer in the nation, agreed to pay about $3 billion in cash for the portfolio, which includes Sears private-label cards and co-branded MasterCards.

The company's large credit card operations - about 63 million United States households own a Sears card - have a troubled history.

'On your Sears card?'

'The Sears card shouldn't be a problem unless you carry it on your forehead, should it?'

By 1981, a company survey found that 70 percent of all United States households with incomes above $36,000 held a Sears card.

Last month, Sears announced it would accept Visa and Mastercard in 140 of its stores on a test basis, breaking a tradition of accepting only the Sears card.

'We'll put it on your Sears card,' Harper said.

David Brancoli, a spokesman for Visa, based in San Mateo, Calif., said the bank association opposed the new Sears card.