Cardwell Agency, Inc. Watch

from S-4 19 pages Patent License Agreement by and Among CD Intellectual Property Holdings, LLC and Trilegiant Loyalty Solutions, Inc. Dated as of October 17, 2005

from S-4 12 pages Employment Agreement (This “Agreement”) Dated as of December 1, 2005, Between Affinion Group, Inc., a Delaware Corporation, (The “Company”) and Maureen E. O’connell (“Executive”). Whereas, the Company Is a Wholly Owned Subsidiary of Affinion Group Holdings, Inc., a Delaware Corporation (F/K/a Affinity Acquisition Holdings, Inc., the “Parent”); and Whereas, the Company Desires to Employ Executive and Executive Desires to Be Employed by the Company. Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows. Section 1. Employment Period

from S-4 10 pages Employment Agreement

from S-4 11 pages Employment Agreement

from S-4 13 pages Whereas, Pursuant to Purchase Agreement (The “Purchase Agreement”) Made and Entered Into as of the 26th Day of July, 2005, by and Among the Company, Affinion Group Holdings, Inc. (F/K/a Affinity Acquisition Holdings, Inc.) (“Parent”), and Cendant Corporation, the Company Will Acquire (The “Transaction”) All of the Equity Interests in Cendant Marketing Group, LLC (Formerly Cendant Membership Services Holdings LLC) and Cendant International Holdings Limited (Together, the “Subsidiaries”); Whereas, Concurrently With the Execution of the Purchase Agreement, as a Condition and Inducement to Parent’s Willingness to Enter Into the Purchase Agreement, the Company and Executive Are Entering Into This Agreement; Whereas, in Connection With the Transaction, the Company Desires to Employ Executive and Executive Desires to Be Employed by the Company; Whereas, Cendant Membership Services Holdings, LLC and Executive Are Parties to That Certain Employment Agreement Dated as of January 1, 2005, as Such Employment Agreement Has Been Amended or Supplemented Through the Effective Date (As Defined in Section 1) (The “Prior Agreement”); and Whereas, Executive, as a Condition of His Employment, Will Make a Substantial Investment in Parent Concurrently With the Closing of the Transaction by Purchasing 205,000 Shares of Common Stock of Parent, Par Value $0.01, at a Price of $10 Per Share; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 2 pages [See Annex A] Annex A

from S-4 7 pages Subscription Agreement (This “Agreement”), Dated as of January 2, 2006 Between Affinion Group Holdings, Inc., a Delaware Corporation, (The “Company”) and Maureen O’connell (“Investor”). Whereas, Investor Has Entered Into an Employment Agreement Dated as of December 1, 2005 With Affinion Group, Inc.; Whereas, Investor Desires to Purchase Certain Shares of the Company’s Common Stock; and Whereas, the Company Is Willing to Sell the Company’s Common Stock to Investor on the Terms and Conditions Provided Below. Now, Therefore, in Consideration of the Promises and of the Mutual Covenants Contained in This Agreement, the Parties Hereby Agree as Follows. 1. Subscription. Investor Hereby Subscribes for and Offers to Purchase 25,000 Shares of the Company’s Common Stock, Par Value $0.01 Per Share, (The “Shares”) at the Purchase Price of $10 Per Share for the Aggregate Amount Indicated in Section 2 of This Agreement. 2. Tender of Consideration. Investor Hereby Irrevocably Tenders This Agreement, and Agrees to Pay $250,000 in Immediately Available Funds as Aggregate Consideration for the Shares. 3. Representations and Warranties of Investor. Investor Hereby Represents and Warrants to the Company as Follows: (A) Investor Is a “United States Person” Within the Meaning of Section 7701(a)(30) of the Internal Revenue Code, Meaning That Investor Is a Citizen or Resident of the United States; (B) Investor Understands That the Shares Have Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), and That This Sale Is Being Made in Reliance on One or More Exemptions for Private Offerings;

from S-4 7 pages Subscription Agreement (This “Agreement”), Dated as of October 17, 2005 Between Affinion Group Holdings, Inc., a Delaware Corporation, (The “Company”) and Nathaniel J. Lipman (“Investor”). Whereas, Investor Desires to Purchase Certain Shares of the Company’s Common Stock; And

from S-4 7 pages Subscription Agreement (This “Agreement”), Dated as of October , 2005 Between Affinion Group Holdings, Inc., a Delaware Corporation, (The “Company”) and Investor (As Set Forth on the Signature Page) (“Investor”). Whereas, Investor Desires to Purchase Certain Shares of the Company’s Common Stock; And

from S-4 8 pages Severance Agreement

from S-4 8 pages Severance Agreement

from S-4 1 page June 28, 2005 Dear Robert

from S-4 2 pages June 28, 2005 Dear Officer

from S-4 9 pages Option Agreement (This “Agreement”) Dated as of January 2, 2006 Between Affinion Group Holdings, Inc., a Delaware Corporation, (The “Company”) and Maureen O’connell (The “Optionee”)

from S-4 10 pages Option Agreement (This “Agreement”) Dated as of October , 2005 Between Affinion Group Holdings, Inc., a Delaware Corporation, (The “Company”) and Optionee (As Set Forth on the Signature Page Hereto, the “Optionee”)

from S-4 9 pages Option Agreement (This “Agreement”) Dated as of October 17, 2005 Between Affinion Group Holdings, Inc., a Delaware Corporation, (The “Company”) and Nathaniel J. Lipman (The “Optionee”)

from S-4 9 pages Restricted Stock Agreement (This “Agreement”) Dated as of October 17, 2005, Between Affinion Group Holdings, Inc., a Delaware Corporation, (The “Company”) and Nathaniel J. Lipman (The “Purchaser”)

from S-4 17 pages Affinion Group Holdings, Inc. 2005 Stock Incentive Plan

from S-4 8 pages The Company Desires to Avail Itself of Apollo’s Expertise and Consequently Has Requested That Apollo Make Such Expertise Available From Time to Time in Rendering Certain Consulting and Investment Advisory Services Related to the Business and Affairs of the Company and Its Subsidiaries and Affiliates and the Review and Analysis of Certain Financial and Other Transactions. Apollo and the Company Agree That It Is in Their Respective Best Interests to Enter Into This Agreement Whereby, for the Consideration Specified Herein, Apollo Shall Provide Such Services as Independent Consultant to the Company. It Is the Intention of the Parties That This Consulting Agreement Is Not for Services in Connection With the Day-To-Day Business Affairs of the Company. Now, Therefore, in Consideration of the Mutual Covenants Hereinafter Set Forth, the Company and Apollo Agree as Follows: Section 1. Retention of Apollo. the Company Hereby Retains Apollo, and Apollo Accepts Such Retention, Upon the Terms and Conditions Set Forth in This Agreement. Section 2. Term

from S-4 38 pages Whereas, Each Holder Deems It to Be in the Best Interest of the Company and the Holders That Provision Be Made for the Continuity and Stability of the Business and Policies of the Company, And, to That End, the Company and the Holders Hereby Set Forth Herein Their Agreement With Respect to the Common Stock and Options Now Owned or Hereafter Owned by Them. Now, Therefore, in Consideration of the Premises and of the Mutual Consents and Obligations Hereinafter Set Forth, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. as Used in This Agreement: “Additional Consideration” Has the Meaning Ascribed to Such Term in Section 5(e)