<PAGE>
                                                                     EXHIBIT 4.1

                                  DISCOVER BANK

                      Master Servicer, Servicer and Seller

                                       and

                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee

                       on behalf of the Certificateholders

                                SERIES SUPPLEMENT

                          Dated as of February 18, 2003

                                       to

                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 1993

                        $500,000,000 Class A Certificates

                        $26,316,000 Class B Certificates

                          DISCOVER CARD MASTER TRUST I

                           SERIES 2003-2 CERTIFICATES

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
SERIES TERM SHEET............................................................................................     1
ANNEX........................................................................................................     1
SECTION 1.  Definitions......................................................................................     1
SECTION 2.  Subordination....................................................................................    25
SECTION 3.  Representations and Warranties of the Sellers....................................................    25
SECTION 4.  Representations and Warranties of Discover Bank as Master Servicer
            and Servicer.....................................................................................    26
SECTION 5.  Representations and Warranties of Other Servicers................................................    27
SECTION 6.  Representations and Warranties of the Trustee....................................................    27
SECTION 7.  Authentication of Certificates...................................................................    27
SECTION 8.  Establishment and Administration of Investor Accounts and the Credit
            Enhancement Account..............................................................................    27
SECTION 9.  Allocations of Collections.......................................................................    32
SECTION 10. Payments.........................................................................................    43
SECTION 11. Credit Enhancement...............................................................................    46
SECTION 12. Alternative Credit Support Election..............................................................    48
SECTION 13. Calculation of Investor Losses...................................................................    49
SECTION 14. Servicing Compensation...........................................................................    50
SECTION 15. Class Interest Rate Caps.........................................................................    50
SECTION 16. Class Interest Rate Swaps........................................................................    51
SECTION 17. Investor Certificateholders' Monthly Statement...................................................    52
SECTION 18. Master Servicer's Monthly Certificate............................................................    52
SECTION 19. Notices..........................................................................................    52
SECTION 20. Additional Amortization Events...................................................................    52
SECTION 21. Early Accumulation Events; Additional Amortization Events........................................    53
SECTION 22. Purchase of Investor Certificates and Series Termination.........................................    53
SECTION 23. Variable Accumulation Period.....................................................................    54
SECTION 24. Optional Accumulation Period Commencement........................................................    55
SECTION 25. Series Yield Factor..............................................................................    55
SECTION 26. Ratification of Pooling and Servicing Agreement..................................................    55
SECTION 27. Counterparts.....................................................................................    55
SECTION 28. Governing Law....................................................................................    55
SECTION 29. Intention of Parties.............................................................................    56
SECTION 30. Amendment for Sale Accounting Purposes...........................................................    56
SECTION 31. Election Under Delaware Asset-Backed Securities Facilitation Act.................................    56
</TABLE>


                                       i
<PAGE>

                                    EXHIBITS

EXHIBIT A:      Form of Investors Certificates

EXHIBIT B:      Form of Certificateholders' Monthly Statement

EXHIBIT C:      Form of Master Servicer's Monthly Certificate


                                       ii
<PAGE>

                          DISCOVER CARD MASTER TRUST I
                           SERIES 2003-2 CERTIFICATES

            This Series of Master Trust Certificates is established pursuant to
Section 6.06 of that certain Pooling and Servicing Agreement, dated as of
October 1, 1993, as amended, by and between DISCOVER BANK (formerly Greenwood
Trust Company), a Delaware banking corporation ("Discover Bank"), as Master
Servicer, Servicer and Seller and U.S. BANK NATIONAL ASSOCIATION (formerly First
Bank National Association, successor trustee to Bank of America Illinois,
formerly Continental Bank, National Association) (the "Trustee"), as Trustee
(the "Pooling and Servicing Agreement"). This SERIES TERM SHEET and the ANNEX
attached hereto, by and among the Master Servicer, the Servicers, the Sellers
and the Trustee, constitute the SERIES SUPPLEMENT (the "Series Supplement"). The
Pooling and Servicing Agreement and this Series Supplement together establish
the Series of Master Trust Certificates to be known as the DISCOVER CARD MASTER
TRUST I, SERIES 2003-2 CERTIFICATES.

                                SERIES TERM SHEET

<TABLE>
<S>                                            <C>
Date of Series Term Sheet                      February 18, 2003.

Group                                          One.

Series Initial Investor Interest               $526,316,000.

Class Initial Investor Interest of each
Class of Investor Certificates                 Class A - $500,000,000.

                                               Class B - $26,316,000.

Class A Expected Final Payment Date            The Distribution Date in February
                                               2008.

Class B Expected Final Payment Date            The Distribution Date in March
                                               2008.

Type of Structure                              Bullet Maturity.

Certificate Rates                              Class A - LIBOR + 0.13% per
                                               annum, calculated on the basis of
                                               the actual number of days elapsed
                                               and a 360-day year.

                                               Class B -3.85% per annum,
                                               calculated on the basis of a
                                               360-day year of twelve 30-day
                                               months or, in the case of accrual
                                               of interest for the period from
                                               and including the Series Closing
                                               Date to but excluding March 15,
                                               2003, calculated on the basis of
                                               the number of days elapsed and a
                                               360-day year, assuming that the
                                               month of February has 30 days.

Subseries                                      None.
</TABLE>


                                       1
<PAGE>

<TABLE>
<S>                                            <C>
Monthly Amortization Rate                      Not applicable.

Prepayment Calculation Table                   Not applicable.

Prepayment Determination Date                  Not applicable.

Class Cap Rate                                 Not applicable.

Class Maximum Rate                             Not applicable.

Class Interest Rate Swap                       Not applicable.

Interest Rate Swap Counterparty                Not applicable.

Swap Trust Rate                                Not applicable.

Swap Counterparty Rate                         Not applicable.

Monthly Swap Deposit                           Not applicable.

LIBOR Determination Date                       The second LIBOR Business Day
                                               immediately preceding the
                                               commencement of an Interest
                                               Accrual Period.

Series Yield Factor                            Initially zero, but may be
                                               increased pursuant to Section 25.

Series Cut-Off Date                            February 1, 2003.

Series Closing Date                            February 18, 2003.

Date from which Interest for first             Series Closing Date.
Interest Payment Date Shall Accrue

Distribution Dates                             March 15, 2003 and the 15th day
                                               of each calendar month thereafter
                                               (or, if such day is not a
                                               Business Day, the next succeeding
                                               Business Day).

Interest Payment Dates                         Class A - The 15th day of each
                                               calendar month (or, if such day
                                               is not a Business Day, the next
                                               succeeding Business Day),
                                               commencing in March 2003.

                                               Class B - The 15th day of each
                                               calendar month (or, if such day
                                               is not a Business Day, the next
                                               succeeding Business Day),
                                               commencing in March 2003.

Statement Dates                                Each Distribution Date,
                                               commencing in March 2003.
</TABLE>


                                       2
<PAGE>

<TABLE>
<S>                                            <C>
Principal Payment Date                         Not applicable.

Interest Calculation Dates                     Not applicable.

Accumulation Commencement Date                 Not applicable.

Accumulation Period                            Unless an Amortization Event
                                               shall have occurred prior
                                               thereto, the period commencing on
                                               the Principal Commencement Date
                                               and ending on the earliest to
                                               occur of (x) the payment in full
                                               of the Series Invested Amount,
                                               (y) the Amortization Commencement
                                               Date, and (z) the Series
                                               Termination Date.

Accumulation Amount                            (a) Through the Class A Expected
                                               Final Payment Date, (i)
                                               $41,666,666.67 or (ii) if the
                                               Master Servicer elects to delay
                                               commencement of the Accumulation
                                               Period in accordance with Section
                                               23, the Class A Initial Investor
                                               Interest divided by the number of
                                               Distribution Dates from the
                                               commencement of the Accumulation
                                               Period through and including the
                                               Class A Expected Final Payment
                                               Date, and (b) thereafter,
                                               $26,316,000.00.

Principal Commencement Date                    The first day of the Due Period
                                               related to the March 2007
                                               Distribution Date (or such later
                                               Distribution Date as the Master
                                               Servicer may elect in accordance
                                               with Section 23).

Revolving Period                               From the Series Cut-Off Date to
                                               but excluding the earlier to
                                               occur of (i) the Principal
                                               Commencement Date, and (ii) the
                                               Amortization Commencement Date.

Controlled Liquidation Period                  Not applicable.

Early Accumulation Period                      Not applicable.

Type of Credit Enhancement                     Cash collateral account.

Stated Shared Credit Enhancement Amount        There shall be no Shared Credit
                                               Enhancement.

Stated Class A Credit Enhancement Amount       There shall be no Class A Cash
                                               Collateral Credit Enhancement.

Stated Class B Credit Enhancement Amount       $39,473,700.

Credit Enhancement Provider                    Collectively, the one or more
                                               lenders making a loan in order to
                                               provide the initial funds on
                                               deposit in the Credit Enhancement
                                               Account, or
</TABLE>


                                       3
<PAGE>

<TABLE>
<S>                                            <C>
                                               any successor provider of the
                                               Credit Enhancement.

Maximum Shared Credit Enhancement Amount       There shall be no Shared Credit
                                               Enhancement.

Maximum Class A Credit Enhancement Amount      There shall be no Class A Cash
                                               Collateral Credit Enhancement.

Maximum Class B Credit Enhancement Amount      On any Distribution Date (a)
                                               prior to the making of an
                                               Effective Alternative Credit
                                               Support Election, the greater of
                                               (i) $5,263,160 and (ii) (x) if a
                                               Supplemental Credit Enhancement
                                               Event has not occurred, an amount
                                               equal to 7.5% of the Series
                                               Investor Interest as of the last
                                               day of the related Due Period, or
                                               (y) if a Supplemental Credit
                                               Enhancement Event has occurred,
                                               an amount equal to 8.0% of the
                                               Series Investor Interest as of
                                               the last day of the related Due
                                               Period or (b) subsequent to the
                                               making of an Effective
                                               Alternative Credit Support
                                               Election, the greater of (i)
                                               $5,263,160 and (ii) an amount
                                               equal to 12.5% of the Series
                                               Investor Interest as of the last
                                               day of the related Due Period;
                                               provided, however, that if an
                                               Amortization Event with respect
                                               to the Series established hereby
                                               occurs, the Maximum Class B
                                               Credit Enhancement Amount for
                                               each Distribution Date thereafter
                                               shall equal the Maximum Class B
                                               Credit Enhancement Amount for the
                                               Distribution Date immediately
                                               preceding the occurrence of the
                                               Amortization Event; and provided,
                                               further, that if a Credit
                                               Enhancement Drawing has been
                                               made, until such time as the
                                               Available Class B Credit
                                               Enhancement Amount has been
                                               reinstated in an amount at least
                                               equal to the amount of such
                                               Credit Enhancement Drawing, the
                                               Maximum Class B Credit
                                               Enhancement Amount shall be the
                                               Maximum Class B Credit
                                               Enhancement Amount as of the date
                                               of such Credit Enhancement
                                               Drawing.

Total Maximum Credit Enhancement Amount        On any Distribution Date, the
                                               Maximum Class B Credit
                                               Enhancement Amount for such
                                               Distribution Date.

Additional Credit Support Amount               The lesser of (x)(i) $26,315,800
                                               prior to the occurrence of a
                                               Supplemental Credit Enhancement
                                               Event or (ii) $23,684,220
                                               following the occurrence of a
                                               Supplemental Credit Enhancement
                                               Event and (y) the difference
                                               between the Maximum Class B
                                               Credit
</TABLE>


                                       4
<PAGE>

<TABLE>
<S>                                            <C>
                                               Enhancement Amount (after giving
                                               effect to an Alternative Credit
                                               Support Election) and the
                                               Available Class B Credit
                                               Enhancement Amount (immediately
                                               before giving effect to the
                                               Alternative Credit Support
                                               Election).

Supplemental Credit Enhancement Amount         The lesser of (x)(i) $2,631,580
                                               prior to the occurrence of an
                                               Alternative Credit Support
                                               Election or (ii) zero following
                                               the occurrence of an Alternative
                                               Credit Support Election and (y)
                                               the difference between the
                                               Maximum Class B Credit
                                               Enhancement Amount (after giving
                                               effect to the occurrence of a
                                               Supplemental Credit Enhancement
                                               Event) and the Available Class B
                                               Credit Enhancement Amount
                                               (immediately before giving effect
                                               to the occurrence of a
                                               Supplemental Credit Enhancement
                                               Event).

Initial Subordinated Amount                    $65,789,500.

Additional Subordinated Amount                 $26,315,800 prior to the
                                               occurrence of a Supplemental
                                               Credit Enhancement Event and
                                               $23,684,220 following the
                                               occurrence of a Supplemental
                                               Credit Enhancement Event.

Supplemental Subordinated Amount               $2,631,580 prior to the
                                               effectiveness of an Alternative
                                               Credit Support Election and zero
                                               following the effectiveness of an
                                               Alternative Credit Support
                                               Election.

Series Buffer Amount                           Zero.

Group Buffer Amount                            Zero.

Investor Servicing Fee Percentage              2.0% per annum calculated on the
                                               basis of a 360-day year of twelve
                                               30-day months.

Supplemental Servicing Fee Percentage          Zero.

Amount of Additional Funds                     Initially, zero.

Eligible for Reallocations to and from         Yes.
Other Series in Group

Series Termination Date                        The first Business Day following
                                               the Distribution Date in August
                                               2010.

Estimated Investment Shortfall                 On any date of determination, the
                                               positive difference, if any,
                                               between (i) the Certificate Rate
                                               for the Class for whose benefit
                                               the amounts on deposit in the
                                               Series Principal Funding
</TABLE>


                                       5
<PAGE>

<TABLE>
<S>                                            <C>
                                               Account are held as of such date
                                               of determination and (ii) the
                                               weighted average yield (expressed
                                               as a Money Market Yield) on the
                                               investments in the Series
                                               Principal Funding Account as of
                                               such date of determination.

Estimated Yield                                On any date of determination, the
                                               Portfolio Yield for the
                                               immediately preceding Due Period
                                               less 2.00%.

Classes, if any, subject to Regulation S       Not applicable.
restrictions

Classes, if any, subject to ERISA              Class B.
restrictions

Bearer Certificates                            Not applicable.

Registered Certificates                        Class A and Class B Certificates.

Class A Certificate                            Each certificate executed by the
                                               Sellers and authenticated by or
                                               on behalf of the Trustee,
                                               substantially in the form of
                                               Exhibit A-1.

Class B Certificate                            Each certificate executed by the
                                               Sellers and authenticated by or
                                               on behalf of the Trustee,
                                               substantially in the form of
                                               Exhibit A-2.

Principal Paying Agent                         Class A - Not applicable.

                                               Class B - Not applicable.

Paying Agents                                  Class A and Class B - the
                                               Corporate Trust Office of the
                                               Trustee.
</TABLE>


                                       6
<PAGE>

      IN WITNESS WHEREOF, the Sellers, the Master Servicer, the Servicers and
the Trustee have caused this Series Supplement to be duly executed by their
respective officers thereunto duly authorized as of the date and year first
above written.

                                   DISCOVER BANK,
                                     as Seller, Master Servicer and Servicer

                                   /s/ Michael F. Rickert
                                   ----------------------
                                   Michael F. Rickert
                                   Vice President, Chief Accounting Officer and
                                   Treasurer


                                   U.S. BANK NATIONAL ASSOCIATION,
                                     as Trustee

                                   /s/ Patricia M. Child
                                   ---------------------
                                   Patricia M. Child
                                   Vice President

<PAGE>


                                      ANNEX

      In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and for the benefit of
the Certificateholders:

      SECTION 1. Definitions

      (a) Capitalized terms not otherwise defined in this Series Supplement
(including the Series Term Sheet) shall have the meanings ascribed to them in
the Pooling and Servicing Agreement. Capitalized terms that refer to a Series
refer to the Series established hereby or a Subseries, if any, established in
the Series Term Sheet of this Series Supplement specifying that such Subseries
is to be treated as a separate Series herein and under the Pooling and Servicing
Agreement and all of the other Series Supplements of Discover Card Master Trust
I. Capitalized terms that refer to a Class refer to a Class of the Series or
Subseries, if any, established hereby, as applicable, unless the context
otherwise clearly requires.

      (b) The following terms have the definitions set forth below with respect
to the Series established hereby, unless the context otherwise clearly requires:

      "Accumulation Amount," if applicable, shall have the meaning set forth in
the Series Term Sheet; provided, however, that such amount may be adjusted
pursuant to Section 23 or 24.

      "Accumulation Commencement Date," if applicable, shall have the meaning
set forth in the Series Term Sheet.

      "Accumulation Period," if applicable, shall have the meaning set forth in
the Series Term Sheet.

      "Additional Credit Support Amount" shall have the meaning set forth in the
Series Term Sheet.

      "Additional Subordinated Amount" shall have the meaning set forth in the
Series Term Sheet.

      "Alternative Credit Support Election" shall mean an election made by the
Sellers pursuant to Section 12.

      "Amortization Commencement Date" shall mean the date on which an
Amortization Event is deemed to occur pursuant to Section 20 hereof.

      "Amortization Event" shall mean any event specified in Section 9.01 of the
Pooling and Servicing Agreement or in Section 20 hereof.

      "Amortization Period" shall mean the period from, and including, the
Amortization Commencement Date to, and including, the earlier of (i) the date of
the final distribution to Investor Certificateholders of the Series established
hereby and (ii) the Series Termination Date. The first Distribution Date of the
Amortization Period shall be the Distribution Date in the calendar month
following the Amortization Commencement Date.

<PAGE>

      "Available Class A Credit Enhancement Amount," if applicable, shall have
the meaning set forth in the Series Term Sheet.

      "Available Class B Credit Enhancement Amount" shall mean, with respect to
the first Distribution Date, the Stated Class B Credit Enhancement Amount, and,
thereafter, shall mean the amount available to be drawn under the Credit
Enhancement with respect to the Available Class B Credit Enhancement Amount from
time to time, which on any date of determination shall be equal to the Available
Class B Credit Enhancement Amount for the immediately preceding Distribution
Date minus the amount of all Credit Enhancement Drawings with respect to the
Available Class B Credit Enhancement Amount on or since such immediately
preceding Distribution Date, plus the amount of all payments made to the Trustee
as administrator of the Credit Enhancement with respect to the Available Class B
Credit Enhancement Amount pursuant to Section 9 plus, following an Effective
Alternative Credit Support Election, the Additional Credit Support Amount and,
plus, following a Supplemental Credit Enhancement Event, the Supplemental Credit
Enhancement Amount; provided, however, that from and after the Fully Funded
Date, if any, the Available Class B Credit Enhancement Amount shall equal zero.

      "Available Shared Credit Enhancement Amount," if applicable, shall mean,
with respect to the first Distribution Date, the Stated Shared Credit
Enhancement Amount, and, thereafter, shall mean the amount available to be drawn
under the Credit Enhancement with respect to the Available Shared Credit
Enhancement Amount from time to time, which on any date of determination shall
be equal to the Available Shared Credit Enhancement Amount for the immediately
preceding Distribution Date minus the amount of all Credit Enhancement Drawings
with respect to the Available Shared Credit Enhancement Amount on or since such
immediately preceding Distribution Date, and plus the amounts of all payments
made to the Trustee as administrator of the Credit Enhancement with respect to
the Available Shared Credit Enhancement Amount pursuant to Section 9.

      "Available Subordinated Amount, " if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of

                  (a) (i) with respect to the first Distribution Date, the
      Initial Subordinated Amount or (ii) with respect to any other Distribution
      Date, the Available Subordinated Amount after giving effect to all
      adjustments on the prior Distribution Date; and

                  (b) the amount of Series Excess Servicing;

as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B


                                       2
<PAGE>

Cumulative Investor Charged-Off Amount and (iii) to increase the Available Class
B Credit Enhancement Amount, in each case for such Distribution Date; provided,
however, that from and after the Fully Funded Date, if any, the Available
Subordinated Amount will equal zero.

Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.

      "Calculation Period," if applicable, shall have the meaning specified in
the applicable interest rate cap agreement.

      "Cedel" shall mean Clearstream Banking.

      "Certificate Interest" shall mean, for any Class for any Interest Payment
Date, the product of (a) the Class Invested Amount for such Class for such
Interest Payment Date and (b) a fraction the numerator of which is (1) with
respect to each Class that has no Subclasses, the Certificate Rate for such
Class or (2) with respect to each Class that has two or more Subclasses, the
Class Weighted Average Certificate Rate, and the denominator of which is (x) if
the relevant Certificate Rate is to be calculated on the basis of the actual
number of days elapsed and a 360-day year, 360 divided by the actual number of
days from and including the immediately preceding Interest Payment Date (or, in
the case of the first Interest Payment Date, from and including the Series
Closing Date) to but excluding the current Interest Payment Date or (y) if the
relevant Certificate Rate is to be calculated on the basis of a 360-day year of
twelve 30-day months, twelve divided by the number of Distribution Dates from
and including the preceding Interest Payment Date to but excluding the current
Interest Payment Date (or, in the case of the first Interest Payment Date, 360
divided by the number of days from and including the Series Closing Date to but
excluding the 15th day of the month in which current Interest Payment Date
occurs, assuming 30-day months).

      "Certificate Principal" shall mean, with respect to each Class, the
principal payable in respect of such Class of Investor Certificates.

      "Certificate Rate," with respect to any Class or Subclass, shall mean the
certificate rate set forth in the Series Term Sheet with respect to such Class
or Subclass, as such rate may be adjusted as of the beginning of each Interest
Accrual Period, if applicable; provided, however, that the Certificate Rate for
any Class or Subclass that does not have a fixed Certificate Rate shall not
exceed the Class Cap Rate or Class Maximum Rate, as applicable, for such Class
or Subclass; and provided, further, that any interest on the Investor
Certificates (including any interest accrued with respect to any Class
Deficiency Amount) shall be payable or distributed to the Investor
Certificateholders only to the extent permitted by applicable law.


                                       3
<PAGE>

      "Class A Cash Collateral Credit Enhancement" shall mean Credit Enhancement
available in the Credit Enhancement Account for the benefit of the Class A
Investor Certificates.

      "Class Additional Funds," if applicable, shall mean, with respect to any
Class for any Distribution Date, an amount equal to the product of (i) a
fraction the numerator of which is the Class Investor Interest and the
denominator of which is the sum of the Class Investor Interests for each Class
of the Series established hereby and (ii) the amount of Series Additional
Investor Funds, in each case for such Distribution Date.

      "Class Alternative Deficiency Amount" shall mean, with respect to each
Class, on any Payment Date, the Class Deficiency Amount that would have been
calculated for such Class on such Payment Date if the aggregate unreimbursed
Investor Losses on such Payment Date equaled zero.

      "Class B Available Collections" shall mean, if there is a Subordinated
Class with respect to Class A, with respect to any Distribution Date, an amount
equal to the sum of (i) Class B Available Finance Charge Collections for such
Distribution Date and (ii) Class B Principal Collections for such Distribution
Date.

      "Class B Available Finance Charge Collections" shall mean, if there is a
Subordinate Class with respect to Class A, with respect to any Distribution
Date, an amount equal to the sum of Class B Finance Charge Collections, Class B
Yield Collections, if any, Class B Investment Income, if any, for the related
Due Period and Class B Additional Funds for such Distribution Date (less Class B
Excess Servicing).

      "Class Cap Rate," if applicable, shall mean, with respect to a Class or
Subclass that does not have a fixed or maximum Certificate Rate, the rate that
is specified as such in the Series Term Sheet and in the Class Interest Rate Cap
with respect to such Class or Subclass.

      "Class Charge-Off Reimbursement Amount" shall mean, with respect to any
Class with respect to any Distribution Date, the total amount by which the Class
Cumulative Investor Charged-Off Amount for such Class is reduced on such
Distribution Date pursuant to Section 9.

      "Class Cumulative Investor Charged-Off Amount" with respect to each Class
for any Distribution Date, shall mean the sum of the Class Investor Charged-Off
Amounts for such Class for all preceding Due Periods that have not been
reimbursed pursuant to Section 9 prior to such Distribution Date, plus the Class
Investor Charged-Off Amount for such Class for the Due Period related to such
Distribution Date, as adjusted pursuant to Section 9 on such Distribution Date.
The Class Cumulative Investor Charged-Off Amount with respect to each Class
initially shall be zero.

      "Class Deficiency Amount" shall mean, with respect to each Class, on any
Payment Date, the amount, if any, by which (a) the sum of (i) Certificate
Interest for such Class accrued since the immediately preceding Payment Date,
(ii) if, since the immediately preceding Payment Date and prior to the current
Payment Date, a Reimbursed Loss Event has occurred, the sum of (A) the
Reimbursed Loss Interest for each previous Distribution Date since the last
Distribution Date on which Investor Losses for such Class equaled zero and (B)
the Reimbursed Loss Interest Gross-up Amount for each previous Distribution Date
since the last Distribution Date on which


                                       4
<PAGE>

the aggregate amount of unreimbursed Investor Losses for such Class equaled
zero, (iii) the Class Deficiency Amount on the immediately preceding Payment
Date, and (iv) the Class Deficiency Amount on the immediately preceding Payment
Date multiplied by the product of (A) a fraction the numerator of which is the
weighted average of the Certificate Rates or of the Class Weighted Average
Certificate Rates, as applicable, for such Class for the relevant Due Periods
and the denominator of which is (x) if the relevant Certificate Rate is to be
calculated on the basis of the actual number of days elapsed and a 360-day year,
360 divided by the actual number of days from and including the immediately
preceding Distribution Date to but excluding the current Distribution Date or
(y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve and (B) the number of Distribution
Dates from and including the preceding Payment Date to but excluding the current
Payment Date exceeds (b) the amount deposited since the immediately preceding
Payment Date into the Series Interest Funding Account pursuant to Section
10(a)(2)(A).

      "Class Excess Servicing" shall mean, with respect to each Class, on any
Distribution Date, the positive difference, if any, between (i) the sum of Class
Finance Charge Collections for the related Due Period, Class Yield Collections
for the related Due Period, if any, Class Investment Income for the related Due
Period, if any, and Class Additional Funds for such Distribution Date, if any,
and (ii) the Class Required Amount.

      "Class Expected Final Payment Date" with respect to each Class, if
applicable, shall mean the date designated as such in the Series Term Sheet.

      "Class Final Maturity Date" with respect to each Class, if applicable,
shall mean the date designated as such in the Series Term Sheet.

      "Class Finance Charge Collections" shall mean, with respect to any Class,
with respect to any day or any Distribution Date or Trust Distribution Date, as
applicable, an amount equal to the product of (x) the Class Percentage with
respect to Finance Charge Collections for the related Distribution Date and (y)
the amount of Finance Charge Collections for such day or for the related Due
Period, as applicable; provided, however, that Class Finance Charge Collections
for each Class shall be increased by the lesser of (i) the amount of Class
Investment Shortfall for such Class and (ii) an amount equal to the product of
the total amount of Finance Charge Collections otherwise allocable to Discover
Bank on behalf of the Holder of the Seller Certificate for the related Due
Period and a fraction the numerator of which is the Class Invested Amount for
such Class and the denominator of which is the Aggregate Invested Amount; and
provided, further, that notwithstanding the foregoing, Class Finance Charge
Collections for each Class shall not, with respect to any such day, Distribution
Date or Trust Distribution Date during the Accumulation Period or the Early
Accumulation Period, as applicable, exceed the amount that would be available if
the Class Percentage with respect thereto were the percentage equivalent of a
fraction the numerator of which is the amount of the Class Investor Interest on
the last day of the Due Period prior to the commencement of the Accumulation
Period or the Early Accumulation Period, and the denominator of which is the
greater of (i) the amount of Principal Receivables in the Trust on the first day
of the related Due Period and (ii) the sum of the numerators used in calculating
the components of the Series Percentage with respect to Finance Charge
Collections for each Series then outstanding (including the Series established
hereby) as of such day, Distribution Date or Trust Distribution Date, as
applicable.


                                       5
<PAGE>

      "Class Initial Investor Interest" shall mean, with respect to each Class,
the aggregate face amount of Investor Certificates of such Class as specified in
the Series Term Sheet.

      "Class Interest Rate Cap," if applicable, shall mean, with respect to a
Class or Subclass that does not have a fixed or maximum Certificate Rate, the
interest rate cap agreement or other interest rate protection for the benefit of
the Investor Certificateholders of such Class or Subclass, dated on or before
the Series Closing Date, between the Trustee, acting on behalf of the Trust, and
the Interest Rate Cap Provider, or any Replacement Interest Rate Cap or
Qualified Substitute Cap Arrangement.

      "Class Interest Rate Cap Payment" shall mean, with respect to a Class or
Subclass that does not have a fixed or maximum Certificate Rate, with respect to
any Interest Payment Date, any payment required to be made on such Interest
Payment Date by the Interest Rate Cap Provider with respect to the Class
Interest Rate Cap for such Class or Subclass.

      "Class Interest Rate Swap," if applicable, shall mean, with respect to a
Class or Subclass, the interest rate swap agreement or other interest rate
protection agreement with respect to any Class or Subclass, dated on the Series
Closing Date, between the Trust and the Interest Rate Swap Counterparty, and any
replacement or successor interest rate swap agreement or interest rate
protection agreement.

      "Class Invested Amount" shall mean, with respect to any Class for any
Distribution Date, an amount equal to the Class Initial Investor Interest minus
the sum of (a) the aggregate amount of payments of Certificate Principal paid to
such Class of Investor Certificateholders, in each case prior to such
Distribution Date, (b) the aggregate amount of Investor Losses of such Class not
reimbursed prior to such Distribution Date and (c) the aggregate amount of
losses of principal on investments of funds on deposit for the benefit of such
Class in the Series Principal Funding Account, if applicable.

      "Class Investment Income" shall mean, with respect to any Class, income
from the investment of funds on deposit in the Series Principal Funding Account
for the benefit of such Class less Excess Income.

      "Class Investment Shortfall" with respect to each Class with respect to
any Distribution Date during the Accumulation Period or the Early Accumulation
Period, if applicable, shall mean an amount equal to the positive difference, if
any, between (i) one-twelfth of the product of (a) (x) with respect to each
Class that has no Subclasses, the Certificate Rate, or (y) with respect to each
Class that has two or more Subclasses, the Class Weighted Average Certificate
Rate, in each case for the related Due Period, and (b) the amount on deposit in
the Series Principal Funding Account for the benefit of such Class as of the end
of the previous Distribution Date and (ii) Class Investment Income for the
related Due Period.

      "Class Investor Charged-Off Amount" shall mean, with respect to each Class
for any Distribution Date, an amount equal to the sum of (i) the product of (a)
the Charged-Off Amount for such Distribution Date and (b) the Class Percentage
with respect to the Charged-Off Amount and (ii) if there is a Subordinate Class
with respect to Class A, with respect to Class B only, the sum of (a) the
positive difference, if any, between (x) the Class B Subordinated Payment and
(y)


                                       6
<PAGE>

the amount of Class B Available Finance Charge Collections for the related Due
Period and (b) the amount by which the Class A Cumulative Investor Charged-Off
Amount is reduced by way of a reallocation of Class B Investor Interest pursuant
to Section 9.

      "Class Investor Interest" shall mean, with respect to any Class for any
Distribution Date, an amount equal to the Class Invested Amount for such Class
for such Distribution Date minus, if applicable, the aggregate amount on deposit
in the Series Principal Funding Account for the benefit of such Class in respect
of Principal Collections.

      "Class Maximum Rate," if applicable, shall have the meaning set forth in
the Series Term Sheet with respect to any Class or Subclass.

      "Class Modified Required Amount" with respect to any Class on any
Distribution Date, shall mean the Class Required Amount for such Distribution
Date minus the sum of all accrued but unpaid Class Monthly Servicing Fees.

      "Class Monthly Deficiency Amount" with respect to any Class on any
Distribution Date, shall have the meaning set forth in Section 10(a)(2)(A). The
Class Monthly Deficiency Amount for each Class initially shall be zero.

      "Class Monthly Servicing Fee" with respect to any Class for any
Distribution Date, shall mean an amount equal to the product of (x) a fraction
the numerator of which shall be the Class Investor Interest and the denominator
of which shall be the Series Investor Interest, in each case on the first day of
the related Due Period and (y) the amount of the Investor Servicing Fee for the
related Due Period.

      "Class Percentage" shall mean, with respect to any Class with respect to
any Distribution Date or any Trust Distribution Date, as applicable:

            (a) when used with respect to the Charged-Off Amount, the percentage
      equivalent of a fraction the numerator of which shall be the amount of the
      Class Investor Interest and the denominator of which shall be the greater
      of (i) the amount of Principal Receivables in the Trust and (ii) the
      Aggregate Investor Interest, in each case on the first day of the related
      Due Period; or

            (b) when used with respect to Principal Collections prior to the
      occurrence of a Fixed Principal Allocation Event, the percentage
      equivalent of a fraction the numerator of which shall be the amount of the
      Class Investor Interest on the first day of the related Due Period and the
      denominator of which shall be the greater of (i) the amount of Principal
      Receivables in the Trust on the first day of the related Due Period and
      (ii) the sum of the numerators used in calculating the components of the
      Series Percentage with respect to Principal Collections for each Series
      then outstanding (including the Series established hereby) as of such
      Distribution Date or Trust Distribution Date, as applicable; or

            (c) when used with respect to Principal Collections on and after the
      occurrence of a Fixed Principal Allocation Event, the percentage
      equivalent of a fraction, the numerator of which shall be the amount of
      the Class Investor Interest


                                       7
<PAGE>

      on the last day of the Due Period prior to the occurrence of a Fixed
      Principal Allocation Event and the denominator of which shall be the
      greater of (i) the amount of Principal Receivables in the Trust on the
      first day of the related Due Period and (ii) the sum of the numerators
      used in calculating the components of the Series Percentage with respect
      to Principal Collections for each Series then outstanding (including the
      Series established hereby) as of such Distribution Date or Trust
      Distribution Date, as applicable; provided, however, that from and after
      the Fully Funded Date, if any, the Class Percentage with respect to
      Principal Collections will equal zero; or

            (d) when used with respect to Finance Charge Collections during the
      Revolving Period and the Accumulation Period or the Controlled Liquidation
      Period, as applicable, and provided that an Effective Alternative Credit
      Support Election has been made, during the Early Accumulation Period or
      the Amortization Period, the percentage equivalent of a fraction the
      numerator of which shall be the amount of the Class Investor Interest on
      the first day of the related Due Period and the denominator of which shall
      be the greater of (i) the amount of Principal Receivables in the Trust on
      the first day of the related Due Period and (ii) the sum of the numerators
      used in calculating the components of the Series Percentage with respect
      to Finance Charge Collections for each Series then outstanding (including
      the Series established hereby) as of such Distribution Date or Trust
      Distribution Date, as applicable; provided, however, that from and after
      the Fully Funded Date, if any, the Class Percentage with respect to
      Finance Charge Collections will equal zero; or

            (e) when used with respect to Finance Charge Collections during the
      Early Accumulation Period or the Amortization Period, provided that an
      Effective Alternative Credit Support Election has not been made, the
      percentage equivalent of a fraction the numerator of which shall be the
      amount of the Class Investor Interest on the last day of the Due Period
      prior to the occurrence of an Early Accumulation Event or an Amortization
      Event, and the denominator of which shall be the greater of (i) the amount
      of Principal Receivables in the Trust on the first day of the related Due
      Period and (ii) the sum of the numerators used in calculating the
      components of the Series Percentage with respect to Finance Charge
      Collections for each Series then outstanding (including the Series
      established hereby) as of such Distribution Date or Trust Distribution
      Date, as applicable; provided, however, that from and after the Fully
      Funded Date, if any, the Class Percentage with respect to Finance Charge
      Collections will equal zero.

      "Class Principal Collections" shall mean, with respect to any Class with
respect to any day or any Distribution Date or Trust Distribution Date, as
applicable, an amount equal to the product of (x) the Class Percentage with
respect to Principal Collections for the related Distribution Date and (y) the
amount of Principal Collections for such day or for the related Due Period, as
applicable.

      "Class Required Amount" with respect to any Class on any Distribution
Date, shall mean the sum of (i) the product of (a) the Class Invested Amount
with respect to such Class for such


                                       8
<PAGE>

Distribution Date and (b) a fraction, the numerator of which is the Certificate
Rate for such Class, and the denominator of which is (x) if the relevant
Certificate Rate is to be calculated on the basis of the actual number of days
elapsed and a 360-day year, (A) if each Interest Payment Date is also a
Distribution Date, 360 divided by the actual number of days from and including
the immediately preceding Distribution Date (or in the case of the first
Distribution Date, from and including the Series Closing Date) to but excluding
the current Distribution Date or (B) if each Interest Payment Date is not also a
Distribution Date, 360 divided by the actual number of days from and including
the immediately preceding Interest Calculation Date (or in the case of the first
Distribution Date, from and including the Series Closing Date) to but excluding
the Interest Calculation Date following the current Distribution Date or (y) if
the relevant Certificate Rate is to be calculated on the basis of a 360-day year
of twelve 30-day months, twelve (or in the case of the first Distribution Date,
360 divided by the number of days from and including the Series Closing Date to
but excluding the 15th day of the month in which the current Interest Payment
Date occurs or the Interest Calculation Date following the current Distribution
Date (if each Interest Payment Date is not also a Distribution Date), assuming
each month has 30 days) (ii) the Class Monthly Deficiency Amount on the
immediately preceding Distribution Date, (iii) the Class Deficiency Amount on
the immediately preceding Payment Date multiplied by a fraction the numerator of
which is the weighted average of the Certificate Rates or of the Class Weighted
Average Certificate Rates, as applicable, for such Class for each Due Period
subsequent to the immediately preceding Payment Date plus 2.00% per annum and
the denominator of which is (x) if the relevant Certificate Rate is to be
calculated on the basis of the actual number of days elapsed and a 360-day year,
360 divided by the actual number of days from and including the immediately
preceding Distribution Date to but excluding the current Distribution Date or
(y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve, (iv) if on the immediately
preceding Distribution Date a Reimbursed Loss Event occurred, the sum of (A) the
Reimbursed Loss Interest for each previous Distribution Date since the last
Distribution Date on which the aggregate amount of unreimbursed Investor Losses
for such Class equaled zero, (B) the Reimbursed Loss Interest Gross-up Amount
for each previous Distribution Date since the last Distribution Date on which
the aggregate amount of unreimbursed Investor Losses for such Class equaled zero
and (C) for any Distribution Date following the Distribution Date immediately
following the Reimbursed Loss Event to and including the next Payment Date, the
Reimbursed Loss Interest Gross-up Amount for such Distribution Date and (v) the
sum of all accrued but unpaid Class Monthly Servicing Fees.

      "Class Required Amount Shortfall" with respect to any Class on any
Distribution Date, shall have the meaning set forth in Section 9.

      "Class Subordinated Payment" shall mean, if there is a Subordinate Class
with respect to Class A, with respect to any Distribution Date, the amount, if
any, withheld from Class B Available Collections and paid to or for the benefit
of the Class A Certificateholders pursuant to Section 9 on such Distribution
Date.

      "Class Weighted Average Certificate Rate," if applicable, shall mean, for
any Class composed of two or more Subclasses, for any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the sum of, for
each Subclass of such Class, the product of the


                                       9
<PAGE>

Class Invested Amount for such Subclass and the Certificate Rate for such
Subclass for such Distribution Date, and the denominator of which is the Class
Invested Amount for such Class.

      "Class Yield Collections" shall mean, with respect to any Class, with
respect to any day or any Distribution Date, as applicable, an amount equal to
the product of the Class Yield Percentage for such Class and the amount of
Series Yield Collections for such day or the related Due Period, as applicable.

      "Class Yield Percentage" shall mean, with respect to any Class on any
Distribution Date (i) during the Revolving Period and the Accumulation Period or
the Controlled Liquidation Period, as applicable, and, provided that an
Effective Alternative Credit Support Election has been made, during the Early
Accumulation Period or the Amortization Period, the percentage equivalent of a
fraction the numerator of which shall be the Class Investor Interest for such
Class and the denominator of which shall be the Series Investor Interest, in
each case as of the first day of the related Due Period; or (ii) during the
Early Accumulation Period or the Amortization Period, provided that an Effective
Alternative Credit Support Election has not been made, the percentage equivalent
of a fraction the numerator of which shall be the amount of the Class Investor
Interest on the last day of the Due Period prior to the occurrence of an Early
Accumulation Event or Amortization Event and the denominator of which shall be
the amount of the Series Investor Interest on the last day of the Due Period
prior to the occurrence of an Early Accumulation Event or Amortization Event.

      "Commercial Paper Determination Date," if applicable, shall have the
meaning set forth in the Series Term Sheet.

      "Commercial Paper Rate," if applicable, shall mean, with respect to any
Commercial Paper Determination Date, the rate equal to the Money Market Yield on
such Commercial Paper Determination Date of the rate for commercial paper having
a maturity of 30 days as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15 (519), Selected Interest Rates," or
any successor publication, under the heading "Commercial Paper." In the event
that such rate is not published on such date, then the Commercial Paper Rate
will be the Money Market Yield on such date of the rate for Commercial Paper
having a maturity of 30 days as published by the Federal Reserve Bank of New
York in the daily statistical release "Composite 3:30 p.m. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading "Commercial
Paper." If on such date the rate for commercial paper is not yet published in
either H.15 (519) or Composite Quotations, the Commercial Paper Rate for such
date shall be calculated by the Trustee and shall be the Money Market Yield of
the arithmetic mean (rounded to the nearest one-hundredth of a percent, with
five hundred one-thousandths of a percent rounded upward) of the offered rates,
as of 11:00 a.m., New York City time, of three leading dealers of commercial
paper in New York City selected by the Trustee on such date, for commercial
paper having a maturity of 30 days placed for an industrial issuer whose bond
rating is "AA" or the equivalent, from either Rating Agency. In the event that
such rates are not available on such date, then the Commercial Paper Rate shall
be the Money Market Yield of the rate for commercial paper so provided in a
comparable source. The Commercial Paper Rate shall be determined by the Trustee.


                                       10
<PAGE>

      "Controlled Accumulation Amount," if applicable, with respect to any
Distribution Date related to the Accumulation Period shall mean an amount equal
to the sum of the Accumulation Amount and any existing Deficit Accumulation
Amount; provided, however, that the Controlled Accumulation Amount shall not be
less than zero and through the Class Expected Final Payment Date or Class Final
Maturity Date, as applicable, with respect to each Class in turn, beginning with
Class A, shall not exceed an amount equal to the Class Investor Interest for
such Class.

      "Controlled Liquidation Amount," if applicable, with respect to any
Distribution Date related to the Controlled Liquidation Period, the Accumulation
Period or the Early Accumulation Period shall mean, if applicable, an amount
equal to the sum of the Liquidation Amount and any existing Deficit Liquidation
Amount; provided, however, that the Controlled Liquidation Amount shall not be
less than zero and shall not exceed an amount equal to the Series Invested
Amount.

      "Controlled Liquidation Period," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Credit Enhancement" shall mean any credit enhancement obtained by the
Master Servicer in accordance with Section 11.

      "Credit Enhancement Account," if applicable, shall have the meaning set
forth in Section 8.

      "Credit Enhancement Agreement" shall mean the Agreement among the Sellers,
the Master Servicer, the Trustee and the Credit Enhancement Provider with
respect to the Credit Enhancement.

      "Credit Enhancement Drawing" shall mean any drawing made under the Credit
Enhancement.

      "Credit Enhancement Fee" shall mean, on any Distribution Date, the sum of
all fees and interest payable to the Credit Enhancement Provider or the Trustee
as administrator of the Credit Enhancement for the related Due Period pursuant
to the Credit Enhancement Agreement.

      "Credit Enhancement Provider" shall have the meaning set forth in the
Series Term Sheet.

      "Deficit Accumulation Amount" shall mean, with respect to the first
Distribution Date of the Accumulation Period, zero, and with respect to any
other Distribution Date of the Accumulation Period, the amount, if any, by which
the amount deposited into the Series Principal Funding Account on the preceding
Distribution Date is less than the Controlled Accumulation Amount for such
preceding Distribution Date.

      "Deficit Liquidation Amount" shall mean, with respect to the first
Distribution Date relating to the Due Period commencing on the Principal
Commencement Date, zero, and with respect to any subsequent Distribution Date,
the amount, if any, by which the amount of Certificate Principal paid to the
Investor Certificateholders on the preceding Distribution Date is less than the
Controlled Liquidation Amount for such preceding Distribution Date.


                                       11
<PAGE>

      "Distribution Date" shall have the meaning set forth in the Series Term
Sheet.

      "Dollars" or "U.S. $" or "$" shall mean the lawful currency of the United
States of America.

      "Drawing Date" shall mean the first Business Day preceding each
Distribution Date.

      "Early Accumulation Commencement Date," if applicable, shall mean the date
on which an Early Accumulation Event is deemed to occur.

      "Early Accumulation Event," if applicable, shall mean any event specified
in Section 21 hereof.

      "Early Accumulation Period," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Effective Alternative Credit Support Election" shall have the meaning
specified in Section 12.

      "Estimated Investment Shortfall," if applicable, shall have the meaning
set forth in the Series Term Sheet.

      "Estimated Principal Distribution Amount," if applicable, shall mean, with
respect to any date of determination during the Early Accumulation Period, an
amount equal to the Series Principal Collections for the prior Distribution
Date; provided, however, that such amount shall not exceed the Series Investor
Interest as of such prior Distribution Date.

      "Estimated Yield," if applicable, shall have the meaning specified in the
Series Term Sheet.

      "Excess Income" on any Distribution Date shall mean an amount equal to the
excess, if any, of (a) interest and other income (net of investment expenses) on
such Distribution Date with respect to the funds on deposit in the Series
Principal Funding Account during the related Interest Period over (b) the amount
on deposit in the Series Principal Funding Account in respect of Certificate
Principal during such Interest Period multiplied by a fraction, the numerator of
which is the Certificate Rate or the Class Weighted Average Certificate Rate, as
applicable, for the Class for whose benefit the amounts on deposit in the Series
Principal Funding Account are held during such Interest Period and the
denominator of which is (x) if the relevant Certificate Rate is to be calculated
on the basis of the actual number of days elapsed and a 360-day year, 360
divided by the actual number of days from and including the immediately
preceding Distribution Date to but excluding the current Distribution Date or
(y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve.

      "Fixed Principal Allocation Event" shall mean the earliest of (a) the
beginning of the Due Period immediately following the Due Period related to the
first Distribution Date during the Controlled Liquidation Period or the
Accumulation Period, as applicable, with respect to the Series established
hereby on which the Series Available Principal Amount is less than zero; (b) the
date on which an Early Accumulation Event or an Amortization Event with respect
to the


                                       12
<PAGE>

Series established hereby occurs; and (c) a date selected by the Master
Servicer, if any. If the Master Servicer establishes a date for a Fixed
Principal Allocation Event pursuant to clause (c) of the preceding sentence, the
Master Servicer shall provide notification of such date to Discover Bank on
behalf of the Holder of the Seller Certificate, the Trustee, the Credit
Enhancement Provider and the Rating Agencies no later than two Business Days
prior to such date.

      "Fully Funded Date," if applicable, shall mean the first Distribution Date
on which the amount of funds on deposit in the Series Principal Funding Account
(after giving effect to all deposits made on such date pursuant to Section 9)
equals the Series Invested Amount for such Distribution Date (prior to any
payments of principal on such date pursuant to Section 10); provided, however,
that the Fully Funded Date shall only occur during the Early Accumulation
Period.

      "Funded Credit Enhancement" shall mean any Credit Enhancement that
consists of funds on deposit in one or more segregated trust accounts in the
corporate trust department of an office or branch of the Trustee or a Qualified
Institution for the benefit of the Investor Certificateholders of the Series
established hereby, including, without limitation, a reserve account or a cash
collateral account.

      "Group Available Principal Amount" shall mean, with respect to each
Distribution Date, the amount remaining on deposit in the Group Principal
Collections Reallocation Account on such Distribution Date after all withdrawals
have been made from such account for the benefit of any Series in the same Group
as the Series established hereby (including the Series established hereby), but
before such amount is withdrawn from the Group Principal Collections
Reallocation Account and deposited into the Collections Account pursuant to
Section 9(b)(35)).

      "Group Buffer Amount," if applicable, shall have the meaning set forth in
the Series Term Sheet.

      "Group Excess Spread" shall mean, for any Distribution Date, the sum of
the Series Excess Spreads for each Series (including the Series established
hereby) that is a member of the same Group as the Series established hereby, in
each case for such Distribution Date.

      "Group Finance Charge Collections Reallocation Account" shall have the
meaning specified in Section 8.

      "Group Principal Allocation Event" shall mean the first Distribution Date,
if any, on which (i) the sum of the amount of Series Principal Collections less
the amount of Series Yield Collections for each Series that is a member of the
same Group as the Series established hereby (including the Series established
hereby) that is not in its Early Accumulation Period or its Amortization Period
is less than (ii) the Group Required Principal Amount for such Distribution
Date.

      "Group Principal Collections Reallocation Account" shall have the meaning
specified in Section 8.

      "Group Required Principal Amount" shall mean, with respect to the Group of
which the Series established hereby is a member, for any Distribution Date, the
Series Required Principal


                                       13
<PAGE>

Amount for such Distribution Date plus, for each Series that is a member of such
Group, the Series Required Principal Amount for such Series for such
Distribution Date.

      "Initial Credit Enhancement" shall mean the Credit Enhancement first
obtained by the Master Servicer pursuant to Section 11.

      "Initial Subordinated Amount," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Interest Accrual Period" shall mean, with respect to any Interest Payment
Date, the period from and including the Interest Payment Date immediately
preceding such Interest Payment Date (or, in the case of the first Interest
Payment Date, from and including the Series Closing Date) to but excluding such
Interest Payment Date.

      "Interest Calculation Date," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Interest Payment Date" shall mean each date designated as such in the
Series Term Sheet.

      "Interest Period" shall mean each period from and including a given
Distribution Date to but excluding the next following Distribution Date
commencing with the earlier to occur of (i) the first Distribution Date of the
Early Accumulation Period or (ii) the first Distribution Date of the
Accumulation Period.

      "Interest Rate Cap Provider," if any, shall mean the entity listed as the
Interest Rate Cap Provider in the Series Term Sheet, in its capacity as obligor
under the Class Interest Rate Caps, or if any Replacement Class Interest Rate
Caps or Qualified Substitute Cap Arrangements are obtained pursuant to Section
15, the obligor with respect to such Replacement Class Interest Rate Caps or
Qualified Substitute Cap Arrangements.

      "Interest Rate Swap Account" shall have the meaning specified in Section
8.

      "Interest Rate Swap Counterparty," if applicable, shall have the meaning
set forth in the Series Term Sheet.

      "Investor Accounts" shall mean, in addition to Investor Accounts
established pursuant to the Pooling and Servicing Agreement, the Series
Collections Account, the Series Principal Collections Account, the Series
Principal Funding Account, the Series Interest Funding Account, the Series
Distribution Account, the Group Finance Charge Collections Reallocation Account
and the Group Principal Collections Reallocation Account.

      "Investor Charge-Off Loss" shall have the meaning set forth in Section
13(b).

      "Investor Loss" with respect to each Class, shall mean (i) the amount of
any reduction in the Class Invested Amount with respect to such Class pursuant
to Section 13(b), (ii) in the event the Receivables are sold pursuant to Section
12.01(b) of the Pooling and Servicing Agreement, the amount, if any, by which
the Class Investor Interest (determined immediately prior to such


                                       14
<PAGE>

sale) exceeds the product of (x) a fraction, the numerator of which is the Class
Investor Interest and the denominator of which is the Aggregate Investor
Interest and (y) the net proceeds of such sale and (iii) in the event
Receivables are sold pursuant to Section 12.02(c) of the Pooling and Servicing
Agreement, the amount, if any, by which the Class Investor Interest (determined
immediately prior to such sale) exceeds the product of (x) a fraction, the
numerator of which is the Class Investor Interest and the denominator of which
is the Series Investor Interest and (y) the net proceeds of such sale.

      "Investor Servicing Fee" shall mean, with respect to any Distribution
Date, an amount equal to the product of the Investor Servicing Fee Percentage
and the Series Investor Interest on the first day of the Due Period related to
such Distribution Date (or in the case of the first Distribution Date for the
Series established hereby, the Series Initial Investor Interest).

      "Investor Servicing Fee Percentage" shall mean the percentage identified
as such in the Series Term Sheet.

      "LIBOR," if applicable, shall mean, with respect to any LIBOR
Determination Date, the rate for deposits in United States dollars with a
duration comparable to the relevant Interest Accrual Period which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such day. If such rate does
not appear on Telerate Page 3750, the rate will be determined by the Trustee on
the basis of the rates at which deposits in United States dollars are offered by
major banks in the London interbank market, selected by the Trustee, at
approximately 11:00 a.m., London time, on such day to prime banks in the London
interbank market with a duration comparable to the relevant Interest Accrual
Period commencing on that day. The Trustee will request the principal London
office of at least four banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate for
that day will be the arithmetic mean of the rates quoted by four major banks in
New York City, selected by the Trustee, at approximately 11:00 a.m., New York
City time, on that day for loans in United States dollars to leading European
banks with a duration comparable to the relevant Interest Accrual Period
commencing on that day.

      "LIBOR Business Day," if applicable, shall mean a day other than a
Saturday or a Sunday on which banking institutions in the City of London,
England and in New York, New York are not required or authorized by law to be
closed.

      "LIBOR Determination Date," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Liquidation Amount," if applicable, shall have the meaning set forth in
the Series Term Sheet.

      "Maximum Class A Credit Enhancement Amount," if applicable, shall have the
meaning set forth in the Series Term Sheet.

      "Maximum Class B Credit Enhancement Amount," if applicable, shall have the
meaning set forth in the Series Term Sheet.


                                       15
<PAGE>

      "Maximum Shared Credit Enhancement Amount," if applicable, shall have the
meaning set forth in the Series Term Sheet.

      "Money Market Yield" shall mean a yield (expressed as a percentage rounded
to the nearest one-hundredth of a percent, with five hundred one-thousandths of
a percent rounded upwards) calculated in accordance with the following formula:

<TABLE>
<S>                                            <C>
                  Money Market Yield      =    D x 360  x 100
                                               -------
                                               360 - (D x M)
</TABLE>

where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the related Interest Accrual Period.

      "Monthly Amortization Rate," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Monthly Swap Deposit," if applicable, shall have the meaning set forth in
the Series Term Sheet.

      "Net Swap Payment," if applicable, shall mean, with respect to any Class
that is subject to a Class Interest Rate Swap, (x) on any Interest Payment Date
prior to the early termination of the Class Interest Rate Swap, the positive
difference, if any, between (i) the amount owed by the Trust to the Interest
Rate Swap Counterparty under the Class Interest Rate Swap on such Interest
Payment Date and (ii) the amount owed by the Interest Rate Swap Counterparty to
the Trust under the Class Interest Rate Swap on such Interest Payment Date, and
(y) on any Distribution Date in any calendar month following the calendar month
in which an early termination of the Class Interest Rate Swap occurred, the
unpaid portion of any termination payment owed by the Trust to the Interest Rate
Swap Counterparty in accordance with the terms of the Class Interest Rate Swap.

      "Net Swap Receipt," if applicable, shall mean, with respect to any Class
that is subject to a Class Interest Rate Swap, (x) on any Interest Payment Date
prior to the early termination of the Class Interest Rate Swap, the positive
difference, if any, between (i) the amount owed by the Interest Rate Swap
Counterparty to the Trust under the Class Interest Rate Swap on such Interest
Payment Date and (ii) the amount owed by the Trust to the Interest Rate Swap
Counterparty under the Class Interest Rate Swap on such Interest Payment Date,
and (y) on any Distribution Date following an early termination of the Class
Interest Rate Swap, the amount of any termination payment paid by the Interest
Rate Swap Counterparty on or prior to such Distribution Date and after the
previous Distribution Date.

      "Non-U.S. Holder," shall mean any person who, as to the United States, is
a non-resident alien individual, a foreign corporation, a foreign estate, a
foreign trust or a foreign partnership, as such terms are defined in the
Internal Revenue Code of 1986, as amended.

      "Payment Date" shall mean any Interest Payment Date and any Class Expected
Final Payment Date.


                                       16
<PAGE>

      "Portfolio Yield" shall mean, with respect to any Due Period, the
annualized percentage equivalent of a fraction, the numerator of which shall be
the sum of (i) the amount of Finance Charge Collections received during such Due
Period, (ii) the amount of Series Yield Collections for each Series then
outstanding for such Due Period and (iii) the amount of Series Additional Funds
for each Series then outstanding for such Due Period, and the denominator of
which shall be the total amount of Principal Receivables in the Trust as of the
first day of such Due Period.

      "Prepayment Calculation Table," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Prepayment Determination Date," if applicable, shall have the meaning set
forth in the Series Term Sheet.

      "Principal Commencement Date" shall mean the date designated as such in
the Series Term Sheet.

      "Principal Distribution Amount" shall mean, with respect to any
Distribution Date occurring in (i) the Accumulation Period, the Controlled
Accumulation Amount, (ii) the Controlled Liquidation Period, the Controlled
Liquidation Amount, (iii) the Early Accumulation Period, the Series Investor
Interest, or (iv) in the Amortization Period, the Series Investor Interest.

      "Principal Distribution Amount Shortfall" with respect to any Distribution
Date in the Accumulation Period, the Controlled Liquidation Period, the Early
Accumulation Period or the Amortization Period, as applicable, shall have the
meaning set forth in Section 9.

      "Principal Payment Date" shall mean, if applicable, each date designated
as such in the Series Term Sheet.

      "Qualified Credit Enhancement Provider" shall mean, (i) if the Credit
Enhancement is not Funded Credit Enhancement, an institution that meets the
Qualified Credit Enhancement Provider Rating Requirements established by each
Rating Agency, which requirements are set forth in the Series Term Sheet if the
Initial Credit Enhancement is not Funded Credit Enhancement, or (ii) if the
Initial Credit Enhancement is Funded Credit Enhancement, an institution that
meets the Qualified Credit Enhancement Provider Rating Requirements established
by each Rating Agency, which requirements will be established by the Rating
Agencies at the time, if any, that the Master Servicer elects to replace the
Initial Credit Enhancement with Credit Enhancement that is not Funded Credit
Enhancement (or, in either case, such lesser requirements as the applicable
Rating Agency shall allow); provided, however, that in the event the Master
Servicer elects to obtain Credit Enhancement that is not Funded Credit
Enhancement and is unable after the exercise of its best efforts to obtain from
a Qualified Credit Enhancement Provider as so defined such Credit Enhancement
with respect to which the representations set forth in Section 11(a) shall be
true, the term "Qualified Credit Enhancement Provider" shall mean a Person who
satisfies such requirements except that its long-term unsecured debt rating by
any nationally recognized rating agency may be lower than that set forth in such
requirements, but shall not be lower than the highest credit rating of any
Person


                                       17
<PAGE>

who otherwise satisfies said requirements and from whom the Master Servicer is
able to obtain such a Credit Enhancement.

      "Qualified Substitute Cap Arrangement," if any, shall have the meaning
specified in Section 15.

      "Reimbursed Loss Event" shall mean, with respect to each Class for any
Distribution Date, the occurrence of the reimbursement of Investor Losses
pursuant to Section 13(c) with respect to such Class on such Distribution Date
such that the aggregate amount of unreimbursed Investor Losses for such Class is
reduced to zero.

      "Reimbursed Loss Interest" shall mean, for any Class for any Distribution
Date, an amount equal to the product of (i) the aggregate amount of Investor
Losses that have not been reimbursed pursuant to Section 13(c) prior to the
commencement of the related Due Period and (ii) a fraction the numerator of
which is the Certificate Rate or the Class Weighted Average Certificate Rate, as
applicable, for such Class for the related Due Period and the denominator of
which is (x) if the relevant Certificate Rate is to be calculated on the basis
of the actual number of days elapsed and a 360-day year, (A) if each Interest
Payment Date is also a Distribution Date, 360 divided by the actual number of
days from and including the immediately preceding Distribution Date to but
excluding the current Distribution Date or (B) if each Interest Payment Date is
not also a Distribution Date, 360 divided by the actual number of days from and
including the Interest Calculation Date in the preceding calendar month to but
excluding the Interest Calculation Date following the current Distribution Date
or (y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve.

      "Reimbursed Loss Interest Gross-up Amount" shall mean, for any Class for
any Distribution Date, an amount equal to the product of (i) the positive
difference, if any, between the Class Alternative Deficiency Amount for the
immediately preceding Payment Date and the actual Class Deficiency Amount for
the immediately preceding Payment Date and (ii) a fraction the numerator of
which is the Certificate Rate or the Class Weighted Average Certificate Rate, as
applicable, for such Class for the related Due Period and the denominator of
which is (x) if the relevant Certificate Rate is to be calculated on the basis
of the actual number of days elapsed and a 360-day year, (A) if each Interest
Payment Date is also a Distribution Date, 360 divided by the actual number of
days from and including the immediately preceding Distribution Date to but
excluding the current Distribution Date or (B) if each Interest Payment Date is
not also a Distribution Date, 360 divided by the actual number of days from and
including the Interest Calculation Date in the preceding calendar month to but
excluding the Interest Calculation Date following the current Distribution Date
or (y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve.

      "Replacement Class Interest Rate Cap," if any, shall mean an interest rate
cap agreement or other interest rate protection having substantially the same
terms and conditions as the Class Interest Rate Cap that it replaces, and
otherwise satisfying the conditions set forth in Section 15.

      "Required Daily Deposit" shall mean, if applicable, with respect to each
Servicer, an amount equal to:


                                       18
<PAGE>

            (a)   during the Revolving Period and the Accumulation Period or the
                  Controlled Liquidation Period, as applicable, the sum of

                  (x)(1) during the Revolving Period, an amount equal to the sum
                  of (i) the sum of the Class Finance Charge Collections and the
                  Class Yield Collections for each Class for such day and (ii)
                  the amount of Class B Principal Collections for such day;
                  minus the sum of the Class B Yield Collections for such day
                  and all accrued but unfunded Class A Monthly Servicing Fees;
                  or

                  (2) during the Accumulation Period or the Controlled
                  Liquidation Period, as applicable, an amount equal to the sum
                  of (i) the amount set forth in clause (1) above and (ii)(A)
                  until the aggregate amount deposited during such Due Period
                  pursuant to this clause (ii) equals the Controlled
                  Accumulation Amount or the Controlled Liquidation Amount, as
                  applicable, for the related Distribution Date, the amount of
                  Class A Principal Collections for such day less the amount of
                  Class A Yield Collections for such day and (B) thereafter,
                  zero provided, however, that with respect to any day on which
                  the Controlled Accumulation Amount or the Controlled
                  Liquidation Amount, as applicable, for the related
                  Distribution Date can not be determined, the aggregate amount
                  to be deposited for such Due Period shall be the Controlled
                  Accumulation Amount or the Controlled Liquidation Amount, as
                  applicable, for the Distribution Date preceding the related
                  Distribution Date; plus

                  (y) the positive difference, if any, between

                        (1) the product of the Class A Percentage for the
                  related Distribution Date with respect to Principal
                  Collections and the amount of Principal Collections received
                  during the Due Period through and including such day, less the
                  product of the Class A Yield Percentage and the amount of
                  Series Yield Collections received during the Due Period
                  through and including such day, and less any amounts deposited
                  into the Collections Account during the Due Period through and
                  including such day pursuant to clause (x)(2)(ii)(A) above or
                  previously deposited during such Due Period pursuant to this
                  clause (y) and

                        (2) the positive difference, if any, between (i) an
                  amount equal to (A) the aggregate amount of Principal
                  Receivables in the Trust as of such day multiplied by a
                  fraction the numerator of which shall be the Series Initial
                  Investor Interest and the denominator of which shall be sum of
                  the Series Initial Investor Interest for each Series then
                  outstanding minus (B) the Series Investor Interest as of the
                  end of the immediately preceding Due Period (after giving
                  effect to payments of principal made or to be made on the
                  related Distribution Date) and (ii) an amount equal to the
                  positive difference between the Series Minimum Principal
                  Receivables Balance and the Series Investor Interest;
                  provided, however, that any calculation


                                       19
<PAGE>

                  under this paragraph (y) that results in a number less than
                  zero shall be treated as zero; or

            (b)   during the Early Accumulation Period and the Amortization
                  Period, an amount equal to the sum of the Series Finance
                  Charge Collections and the Series Principal Collections for
                  the Series established hereby for such day minus all accrued
                  but unfunded Class A Monthly Servicing Fees; and

multiplied, in each case, by a fraction the numerator of which shall be the
aggregate amount of Principal Receivables in the Trust that are serviced by such
Servicer and the denominator of which shall be the aggregate amount of Principal
Receivables in the Trust; provided, however, that if any Servicer is unable to
make the calculations set forth above on any day, the Required Daily Deposit for
such Servicer for such day shall be equal to all the Collections received by
such Servicer on such day.

      Notwithstanding the foregoing, (i) upon the occurrence of any circumstance
described in Section 10.02(d), (e) or (f) of the Pooling and Servicing Agreement
with respect to any Servicer, the Required Daily Deposit for any Series then
outstanding shall equal the amount described in paragraph (b) above for such
Servicer and (ii) a Servicer may use Collections received by it for its own
account prior to the applicable Distribution Date as permitted by Sections
3.03(b) and 4.03(b) of the Pooling and Servicing Agreement.

      "Revolving Period" shall have the meaning set forth in the Series Term
Sheet.

      "Series Additional Funds," if applicable, shall mean, for any Distribution
Date, the Additional Funds deposited into the Series Collections Account for the
Series established hereby on such Distribution Date.

      "Series Additional Investor Funds," if applicable, shall mean, for any
Distribution Date, the Series Additional Funds, if any, that are not applied to
payment of the Supplemental Servicing Fee pursuant to Section 14.

      "Series Available Principal Amount" shall mean, for any Distribution Date,
if a Group Principal Allocation Event has occurred, an amount calculated as
follows: For each Series that is a member of the same Group as the Series
established hereby (including the Series established hereby), seriatim,
beginning with the Series with the largest Series Investor Interest for such
Distribution Date (and if more than one Series has the same Series Investor
Interest on such Distribution Date, beginning with whichever of such Series has
the longest time remaining until its latest Class Expected Final Payment Date
or, if none, the last scheduled day of its Accumulation Period (assuming that no
Early Accumulation Event or Amortization Event occurs with respect to such
Series)), an amount equal to (x) the Group Available Principal Amount less (y)
the difference between the Series Required Principal Amount, if any, and the
Principal Distribution Amount for such Series for such Distribution Date, if
any, that was funded on such Distribution Date (including any portion of such
amount that was funded by amounts withdrawn from the Group Principal Collections
Reallocation Account pursuant to Section 9(b)(21), Section 9(b)(34), 9(b)(35) or
a substantially similar provision). For purposes of calculating the Series
Available Principal Amount for each other such Series, the Group Available
Principal Amount


                                       20
<PAGE>

shall be reduced by the amount calculated in clause (y) for the prior Series for
which the Series Available Principal Amount was calculated.

      "Series Buffer Amount," if applicable, shall have the meaning set forth in
the Series Term Sheet.

      "Series Closing Date" shall mean the date designated as such in the Series
Term Sheet.

      "Series Collections Account" shall have the meaning specified in Section
8.

      "Series Cut-Off Date" shall mean the date designated as such in the Series
Term Sheet.

      "Series Distribution Account" shall have the meaning specified in Section
8.

      "Series Excess Servicing" shall mean, as of any Distribution Date, the sum
of the amounts of Class Excess Servicing for each Class of the Series
established hereby, as such amount is modified pursuant to Section 9.

      "Series Excess Spread" shall mean, for any Distribution Date, an amount
equal to (a) the sum of Series Finance Charge Collections, Series Yield
Collections, Series Additional Investor Funds and any Class Investment Income
for any Class of the Series established hereby minus (b) the sum of (i) with
respect to each Class, the product of (A) the Class Invested Amount for such
Class for such Distribution Date and (B) a fraction, the numerator of which is
the Certificate Rate for that Class, and the denominator of which is (x) if the
relevant Certificate Rate is to be calculated on the basis of the actual number
of days elapsed and a 360-day year, (A) if each Interest Payment Date is also a
Distribution Date, 360 divided by the actual number of days from and including
the immediately preceding Distribution Date (or in the case of the first
Distribution Date, from and including the Series Closing Date) to but excluding
the current Distribution Date or (B) if each Interest Payment Date is not also a
Distribution Date, 360 divided by the actual number of days from and including
the immediately preceding Interest Calculation Date (or, in the case of the
first Distribution Date, from and including the Series Closing Date) to but
excluding the Interest Calculation Date following the current Distribution Date
or (y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve (or in the case of the first
Distribution Date, 360 divided by the number of days from and including the
Series Closing Date to but excluding the current Distribution Date (if each
Interest Payment Date is also a Distribution Date) or the Interest Calculation
Date following the current Distribution Date (if each Interest Payment Date is
not also a Distribution Date), assuming 30-day months), (ii) the Investor
Servicing Fee, (iii) the product of the Series Percentage with respect to the
Charged-Off Amount and the Charged-Off Amount, and (iv) the Credit Enhancement
Fee, in each case for such Distribution Date; provided, however, that solely for
purposes of determining the Group Excess Spread for this Series or any other
Series, Series Excess Spread shall be the amount determined as set forth above
minus any amount paid or deposited on such date by the Trust under the Class
Interest Rate Swap, if any.

      "Series Finance Charge Collections" shall mean, with respect to any day or
any Distribution Date or Trust Distribution Date, as applicable, the sum of the
amount of Class Finance Charge Collections for each Class for such day or for
the related Due Period, as applicable.


                                       21
<PAGE>

      "Series Initial Investor Interest" shall mean the aggregate face amount of
Investor Certificates initially authenticated and delivered pursuant to Section
7, as specified in the Series Term Sheet.

      "Series Interest Funding Account" shall have the meaning specified in
Section 8.

      "Series Invested Amount" with respect to any Distribution Date, shall mean
the sum of the Class Invested Amounts for each Class of the Series established
hereby on such Distribution Date.

      "Series Investor Interest" with respect to any Distribution Date, shall
mean the sum of the Class Investor Interests for each Class of the Series
established hereby on such Distribution Date.

      "Series Minimum Principal Receivables Balance" shall mean, with respect to
the Series established hereby, on any date of determination the sum of (A) (i)
if a Fixed Principal Allocation Event has not occurred, the Series Investor
Interest on such date of determination, divided by 0.93, (ii) if a Fixed
Principal Allocation Event has occurred but the Fully Funded Date has not
occurred, the Series Investor Interest as of the date of the occurrence of the
Fixed Principal Allocation Event, divided by 0.93 or (iii) on and after the
Fully Funded Date, if any, zero, and (B) (x) the product of (i) the sum of (1)
the amount on deposit in the Series Principal Funding Account on such date of
determination and (2) for any date of determination during (x) the Early
Accumulation Period, if any, the Estimated Principal Distribution Amount for the
next Distribution Date and (y) for any date of determination during the
Accumulation Period, the amount specified in the Master Servicer's notice of its
election to commence the Accumulation Period as the Controlled Accumulation
Amount for such Distribution Date, and (ii) a fraction the numerator of which is
the Estimated Investment Shortfall and the denominator of which is the Estimated
Yield, in each case on such date of determination, divided by (y) 0.93;
provided, however, that Discover Bank on behalf of the Holder of the Seller
Certificate may, upon 30 days' prior notice to the Trustee, the Rating Agencies
and the Credit Enhancement Provider, reduce the Series Minimum Principal
Receivables Balance by increasing the divisors set forth above, subject to the
condition that Discover Bank on behalf of the Holder of the Seller Certificate
shall have been notified by the Rating Agencies that such reduction would not
result in the lowering or withdrawal of the rating of any Class of any Series
then outstanding, and provided, further, that the divisors set forth above may
not be increased to more than 0.98.

      "Series Percentage" shall mean, with respect to any specified category,
with respect to any Distribution Date or Trust Distribution Date, as applicable,
the sum of the Class Percentages with respect to such category for each Class of
the Series established hereby on such Distribution Date or Trust Distribution
Date, as applicable.

      "Series Principal Collections" shall mean, with respect to any day or any
Distribution Date or Trust Distribution Date, as applicable, the sum of the
amount of Class Principal Collections for each Class for such day or for the
related Due Period, as applicable.

      "Series Principal Collections Account" shall have the meaning specified in
Section 8.

      "Series Principal Funding Account" shall mean the Series Principal Funding
Account established pursuant to Section 8. Amounts "on deposit in" the Series
Principal Funding


                                       22
<PAGE>

Account shall be deemed to be on deposit for the benefit of (i) the Class A
Certificateholders for the period up to and including the Class A Expected Final
Payment Date or Class A Final Maturity Date, as applicable, and (ii) if there is
a Subordinate Class with respect to Class A, the Class B Certificateholders for
the period beginning immediately after the Class A Expected Final Payment Date
or Class A Final Maturity Date, as applicable, and ending on the Class B
Expected Final Payment Date or Class B Final Maturity Date, as applicable.
Amounts "on deposit in" the Series Principal Funding Account shall be deemed to
include amounts invested in Permitted Investments pursuant to Section 8 unless
the context clearly requires otherwise.

      "Series Required Principal Amount" shall mean, for this Series, with
respect to each Distribution Date of the Controlled Liquidation Period or the
Accumulation Period, as applicable, the product of (x) (i) if the related Due
Period does not occur in February, 1.25 or (ii) if the related Due Period occurs
in February, 1.05, and (y) the Controlled Liquidation Amount or the Controlled
Accumulation Amount, as applicable, for such Distribution Date, and with respect
to each other Series that is a member of the same Group as the Series
established hereby, the amount specified in the Series Supplement for such
Series for such Distribution Date.

      "Series Term Sheet" shall mean the Series Term Sheet setting forth the
terms of the Series of Investor Certificates issued hereby, to which this Annex
is attached.

      "Series Termination Date" shall mean the date designated as such in the
Series Term Sheet.

      "Series Yield Collections" shall mean, with respect to any day or any
Distribution Date, as applicable, an amount equal to the product of the Series
Yield Factor and the amount of Series Principal Collections for such day or the
related Due Period, as applicable.

      "Series Yield Factor" shall mean the number identified as such in the
Series Term Sheet, as such number may be changed from time to time pursuant to
Section 25.

      "Shared Credit Enhancement" shall mean Credit Enhancement available for
the benefit of both the Class A Investor Certificates and the Class B Investor
Certificates.

      "Special Payment Date" shall mean each Distribution Date with respect to
the Amortization Period and the Distribution Date related to each Class Expected
Final Payment Date or Class Final Maturity Date, as applicable.

      "Stated Class A Credit Enhancement Amount" shall mean the "stated amount"
with respect to the Class A Cash Collateral Credit Enhancement, as set forth in
the Series Term Sheet.

      "Stated Class B Credit Enhancement Amount" shall mean the "stated amount"
with respect to the Credit Enhancement that is available solely for the benefit
of the Class B Investor Certificates, as set forth in the Series Term Sheet.

      "Stated Shared Credit Enhancement Amount," if applicable, shall mean the
"stated amount" with respect to the shared portion of the Credit Enhancement, as
set forth in the Series Term Sheet.


                                       23
<PAGE>

      "Statement Date" shall mean each date designated as such in the Series
Term Sheet.

      "Subclass" with respect to any Class shall mean, if applicable, each
portion of such Class that has a different Certificate Rate or method of
calculating its Certificate Rate.

      "Subordinate Class" shall mean, with respect to any Class, the Class, if
any, identified by the letter of the alphabet next succeeding the letter
designating such Class (e.g., the Subordinate Class with respect to Class A is
Class B).

      "Subordinate Series" shall mean any Series which is subordinated in right
of payment, in whole or in part, pursuant to the Series Supplement with respect
to such Series, to the Series established hereby.

      "Subseries" shall mean Investor Certificates of a Series that are
identified in the Series Term Sheet as constituting a "Subseries." If a Series
consists of two or more Subseries, then each provision of the Annex to this
Series Supplement shall be interpreted and applied separately for each Subseries
as if such Subseries were an independent Series, and each reference to a
"Series" and each term beginning with "Series" (except as used in this
definition of Subseries) shall be deemed to be a reference to the applicable
Subseries or the provisions of the applicable Subseries (e.g., as applied in
relation to a specific Subseries, the term "Series Termination Date" shall refer
solely to the Series Termination Date identified in the Series Term Sheet with
respect to that Subseries and the term "Series Principal Funding Account" shall
refer solely to the Series Principal Funding Account established with respect to
that Subseries ), except where the context clearly requires that such term
refers to multiple or other Series of the Trust, in which case such term shall
be interpreted to treat each Subseries as a separate Series of the Trust. Each
Subseries shall be treated as a separate Series for all purposes of the Pooling
and Servicing Agreement and each other Series Supplement issued with respect to
the Discover Card Master Trust I.

      "Supplemental Credit Enhancement Amount," if applicable, shall have the
meaning set forth in the Series Term Sheet.

      "Supplemental Credit Enhancement Event" shall occur the first time the
long-term debt or deposit rating of Discover Bank or any Additional Seller is
withdrawn or reduced below BBB- by Standard & Poor's.

      "Supplemental Servicing Fee" shall mean, if applicable, with respect to
any Distribution Date, an amount equal to the product of the Supplemental
Servicing Fee Percentage and the Series Investor Interest on the first day of
the Due Period related to such Distribution Date (or in the case of the first
Distribution Date for the Series established hereby, the Series Investor
Interest on the Series Cut-Off Date).

      "Supplemental Servicing Fee Percentage," if applicable, shall mean the
percentage identified as such in the Series Term Sheet.

      "Supplemental Subordinated Amount," if applicable, shall have the meaning
set forth in the Series Term Sheet.


                                       24
<PAGE>

      "Swap Counterparty Rate," if applicable, with respect to any Class
Interest Rate Swap, shall have the meaning specified in the Series Term Sheet.

      "Swap Trust Rate," if applicable, with respect to any Class Interest Rate
Swap, shall have the meaning specified in the Series Term Sheet.

      "Telerate Page 3750," if applicable, shall mean the display page so
designated on the Bridge Telerate, Inc. (or such other rate as may replace that
page on that service for the purpose of displaying comparable rates or prices).

      "Total Available Credit Enhancement Amount" shall mean, with respect to
the first Distribution Date, the Stated Class B Credit Enhancement Amount plus,
if applicable, the Stated Shared Credit Enhancement Amount, and, on each
Distribution Date thereafter, shall mean the Available Class B Credit
Enhancement Amount plus, if applicable, the Available Shared Credit Enhancement
Amount, in each case after all adjustments thereto on the immediately preceding
Distribution Date, and, in each case, as adjusted pursuant to Section 9 on such
Distribution Date.

      "Total Maximum Credit Enhancement Amount" shall have the meaning set forth
in the Series Term Sheet.

      "United States" or "U.S." shall mean the United States of America, its
territories and possessions, any State of the United States and the District of
Columbia.

      SECTION 2. Subordination.

      (a) Subordination of Certain Classes. If there is a Subordinate Class with
respect to Class A, the Holders of each Class B Investor Certificate, by their
acceptance of such Investor Certificate, hereby subordinate, for the benefit of
the Holders of Class A Investor Certificates, to the extent and in the manner
set forth in Section 9, all of such Investor Certificateholders' right, title
and interest in and to future distributions due on such Holders' Investor
Certificates, but only to the extent of the Available Subordinated Amount.

      (b) No Subordination of Series. The Investor Certificates of the Series
established hereby shall not be subordinated in right of payment to any other
Series, whether currently outstanding or to be issued in the future. One or more
other Series, however, may be subordinated in right of payment to the Series
established hereby, although the Sellers shall have no obligation to issue such
a Subordinate Series. If any Subordinate Series is issued, such Subordinate
Series shall be subordinate in right of payment to the Series established hereby
only to the extent set forth in the Series Supplement with respect to such
Subordinate Series.

      SECTION 3. Representations and Warranties of the Sellers. The
representations and warranties of the Sellers contained in Section 2.04 of the
Pooling and Servicing Agreement and the corresponding sections of any Assignment
are true on and as of the date hereof and/or the date set forth in the Pooling
and Servicing Agreement, as applicable. Each Seller also represents and warrants
to the Trust as of the date hereof that:

      (a) The execution, delivery and performance of this Series Supplement by
such Seller have been duly authorized by all necessary corporate action, do not
require any approval or


                                       25
<PAGE>

consent of any governmental agency or authority, do not and will not conflict
with any material provision of the Certificate of Incorporation or By-Laws of
such Seller, do not and will not conflict with, or result in a breach which
would constitute a material default under, any agreement for borrowed money
binding upon or applicable to it or such of its property which is material to
it, or, to the best of such Seller's knowledge, any law or governmental
regulation or court decree applicable to it or such material property, and this
Series Supplement is the valid, binding and enforceable obligation of such
Seller, except as the same may be limited by receivership, insolvency,
reorganization, moratorium or other laws relating to the enforcement of
creditors' rights generally or by general equity principles.

      (b) The Pooling and Servicing Agreement creates a valid and enforceable
security interest (as defined in the applicable UCC) which security interest is
prior to all other Liens and is enforceable as such against creditors of and
purchasers from Seller, except as the same may be limited by receivership,
insolvency, reorganization, moratorium or other laws relating to the enforcement
of creditors' rights generally or by general equity principles.

      (c) The Receivables constitute "accounts" within the meaning of Article 9
of the applicable UCC.

      (d) Each Seller has caused or will have caused, within ten days of the
date of this Series Supplement, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest (as defined in the
applicable UCC) in the Receivables conveyed to the Trustee under the Pooling and
Servicing Agreement.

      (e) Other than the sale, transfer, assignment and conveyance of the
Receivables to the Trust and the grant of a security interest therein pursuant
to the Pooling and Servicing Agreement, the Seller has not pledged, assigned,
sold, granted a security interest in or otherwise conveyed any of the
Receivables.

      (f) The Seller has not authorized the filing of and is not aware of any
financing statements against the Seller that include a description of collateral
covering the Receivables, other than any financing statement (i) relating to the
interest of the Trust in the Receivables under the Pooling and Servicing
Agreement or (ii) that has been terminated.

      (g) The Seller is not aware of any judgment or tax lien filings against
it.

      The representations and warranties set forth in this Section 3 shall
survive the transfer and assignment to the Trust of the Receivables transferred
to the Trust by the Sellers. None of (i) compliance with the representations and
warranties set forth in this Section 3, (ii) compliance with the representations
and warranties set forth in Sections 2.04(d) and (e) of the Pooling and
Servicing Agreement or (iii) compliance with the provisions of Section 13.02 of
the Pooling and Servicing Agreement can be waived by the Trustee without the
prior written consent of Standard & Poor's.

      SECTION 4. Representations and Warranties of Discover Bank as Master
Servicer and Servicer. The representations and warranties of Discover Bank as
the Master Servicer and


                                       26
<PAGE>

as a Servicer contained in Section 3.04 of the Pooling and Servicing Agreement
are true on and as of the date hereof. Discover Bank as Master Servicer and
Servicer also represents and warrants to the Trust as of the date hereof that
the execution, delivery and performance of this Series Supplement by Discover
Bank have been duly authorized by all necessary corporate action, do not require
any approval or consent of any governmental agency or authority, do not and will
not conflict with any material provision of the Certificate of Incorporation or
By-Laws of Discover Bank, do not and will not conflict with, or result in a
breach which would constitute a material default under, any agreement for
borrowed money binding upon or applicable to it or such of its property which is
material to it, or, to the best of Discover Bank's knowledge, any law or
governmental regulation or court decree applicable to it or such material
property, and this Series Supplement is the valid, binding and enforceable
obligation of Discover Bank, except as the same may be limited by receivership,
insolvency, reorganization, moratorium or other laws relating to the enforcement
of creditors' rights generally or by general equity principles.

      SECTION 5. Representations and Warranties of Other Servicers. The
representations and warranties of each Servicer (other than Discover Bank), if
any, contained in Section 3.05 of the Pooling and Servicing Agreement are true
and correct on and as of the date hereof. Each such Servicer also represents and
warrants to the Trust as of the date hereof that the execution, delivery and
performance of this Series Supplement by such Servicer have been duly authorized
by all necessary corporate action, do not require any approval or consent of any
governmental agency or authority, do not and will not conflict with any material
provision of the Certificate of Incorporation or By-Laws of such Servicer, do
not and will not conflict with, or result in a breach which would constitute a
material default under, any agreement for borrowed money binding upon or
applicable to it or such of its property which is material to it, or, to the
best of such Servicer's knowledge, any law or governmental regulation or court
decree applicable to it or such material property, and this Series Supplement is
the valid, binding and enforceable obligation of such Servicer, except as the
same may be limited by receivership, insolvency, reorganization, moratorium or
other laws relating to the enforcement of creditors' rights generally or by
general equity principles.

      SECTION 6. Representations and Warranties of the Trustee. The
representations and warranties of the Trustee contained in Section 11.16 of the
Pooling and Servicing Agreement are true on and as of the date hereof. The
Trustee also represents and warrants as of the date hereof that the Trustee has
full power, authority and right to execute, deliver and perform this Series
Supplement, and has taken all necessary action to authorize the execution,
delivery and performance by it of this Series Supplement, and this Series
Supplement has been duly executed and delivered by the Trustee.

      SECTION 7. Authentication of Certificates. Pursuant to the request of the
Sellers, the Trustee shall cause Investor Certificates in authorized
denominations evidencing the Series established hereby to be duly authenticated
and delivered as of the Series Closing Date to or upon the order of the Sellers
pursuant to Section 6.06 of the Pooling and Servicing Agreement.

      SECTION 8. Establishment and Administration of Investor Accounts and the
Credit Enhancement Account.


                                       27
<PAGE>

      (a) The Series Distribution Account, Series Collections Account and Series
Principal Collections Account. The Trustee, for the benefit of the
Certificateholders, shall cause to be established and maintained in the name of
the Trust, with the corporate trust department of an office or branch of either
the Trustee or a Qualified Institution, three non-interest bearing segregated
demand deposit accounts (the "Series Distribution Account"; for Collections, the
"Series Collections Account"; and for Series Principal Collections and certain
other amounts deposited therein pursuant to Section 9, the "Series Principal
Collections Account") bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders. The Trust
shall possess all right, title and interest in all funds on deposit in the
Series Distribution Account, the Series Collections Account and the Series
Principal Collections Account; provided, however, that all interest and earnings
(less investment expenses) on funds on deposit in any such account shall be paid
to the Holder of the Seller Certificate in accordance with Section 4.02(c) of
the Pooling and Servicing Agreement. Pursuant to authority granted to it
pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master
Servicer shall have the revocable power to instruct the Trustee to withdraw
funds from the Series Distribution Account, the Series Collections Account and
the Series Principal Collections Account for the purpose of carrying out the
duties of the Master Servicer hereunder. The Master Servicer at all times shall
maintain accurate records reflecting each transaction in the Series Distribution
Account, the Series Collections Account and the Series Principal Collections
Account. The Paying Agent also shall have the revocable authority to make
withdrawals from the Series Distribution Account.

      (b) Reallocation Accounts. The Trustee, for the benefit of the
Certificateholders, shall cause to be established and maintained in the name of
the Trust, with the corporate trust department of an office or branch of either
the Trustee or a Qualified Institution, two non-interest bearing segregated
trust accounts for the Group of which the Series established hereby is a member
(for reallocated Series Finance Charge Collections, Series Yield Collections,
Class A Investment Income and Series Additional Funds, the "Group Finance Charge
Collections Reallocation Account," and for reallocated Series Principal
Collections and other amounts deposited into the Series Principal Collections
Account pursuant to Section 9, the "Group Principal Collections Reallocation
Account") bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Certificateholders. The Trust shall
possess all right, title and interest in all funds on deposit from time to time
in the Group Finance Charge Collections Reallocation Account and the Group
Principal Collections Reallocation Account and in all proceeds thereof. Pursuant
to authority granted to it pursuant to Section 3.01(b) of the Pooling and
Servicing Agreement, the Master Servicer shall have the revocable power to
instruct the Trustee to withdraw funds from the Group Finance Charge Collections
Reallocation Account and the Group Principal Collections Reallocation Account
for the purpose of carrying out the duties of the Master Servicer hereunder. The
Master Servicer at all times shall maintain accurate records reflecting each
transaction in the Group Finance Charge Collections Reallocation Account and in
the Group Principal Collections Reallocation Account.

      (c) The Series Principal Funding Account. The Trustee, for the benefit of
the Certificateholders, shall establish and maintain or cause to be established
and maintained in the name of the Trust, with the corporate trust department of
an office or branch of either the Trustee or a Qualified Institution, a
non-interest bearing segregated trust account (for principal to be paid to
Investor Certificateholders of this Series, the "Series Principal Funding
Account") bearing a


                                       28
<PAGE>

designation clearly indicating that the funds deposited therein are held for the
benefit of the Certificateholders. The Trust shall possess all right, title and
interest in all funds on deposit from time to time in the Series Principal
Funding Account and in all proceeds thereof. The Series Principal Funding
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Certificateholders. Pursuant to authority granted to it pursuant
to Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer
shall have the revocable power to withdraw funds from the Series Principal
Funding Account for the purpose of carrying out the duties of the Master
Servicer hereunder. The Master Servicer at all times shall maintain accurate
records reflecting each transaction in the Series Principal Funding Account. The
Paying Agent also shall have the revocable authority to make withdrawals from
the Series Principal Funding Account.

      Funds on deposit in the Series Principal Funding Account shall be invested
in Permitted Investments by the Trustee (or, at the direction of the Trustee, by
the Master Servicer on behalf of the Trustee) at the direction of Discover Bank
on behalf of the Holder of the Seller Certificate, as set forth below. Any
Permitted Investment with a stated maturity shall mature on or prior to the
following Distribution Date. On or before the occurrence of the first
Distribution Date with respect to the Accumulation Period or Controlled
Liquidation Period, as applicable (and on or before any subsequent Distribution
Date in which the notice previously given is no longer correct or valid), the
Master Servicer shall notify the Trustee of the amount of Certificate Principal
to be deposited into the Series Principal Funding Account on such Distribution
Date, and Discover Bank on behalf of the Holder of the Seller Certificate shall
direct the Trustee in writing to invest the funds that will be on deposit in the
Series Principal Funding Account on such Distribution Date (including any funds
previously invested in Permitted Investments that will be available for
reinvestment on such Distribution Date) in Permitted Investments. Discover
Bank's notice to the Trustee shall specifically identify each such Permitted
Investment (including its principal amount and maturity). In addition, Discover
Bank on behalf of the Holder of the Seller Certificate shall from time to time
provide written notice to the Trustee directing the Trustee to reinvest funds
representing principal, interest or other investment income received by it with
respect to such Permitted Investments (whether upon maturity or otherwise) in
additional Permitted Investments. In the event that Discover Bank on behalf of
the Holder of the Seller Certificate fails to direct the Trustee to invest or
reinvest any funds that are deposited in the Series Principal Funding Account or
that are received by it with respect to Permitted Investments by 2:00 p.m. on
the date such funds are available for investment, the Trustee shall use
reasonable efforts to invest such funds overnight in securities represented by
instruments in bearer or registered form which evidence obligations issued or
fully guaranteed, as to timely payment, by the United States of America or any
instrumentality or agency thereof when such obligations are backed by the full
faith and credit of the United States of America until such time as the Trustee
receives the required notice from Discover Bank; provided, however, that the
Trustee shall have no liability for the failure to invest such funds if the
Trustee has employed reasonable efforts to make such investment.

      (d) The Series Interest Funding Account. The Trustee, for the benefit of
the Certificateholders, shall establish and maintain or cause to be established
and maintained in the name of the Trust, in the corporate trust department of an
office or branch of either the Trustee or a Qualified Institution, a
non-interest bearing segregated trust account (for payment of Certificate
Interest, the "Series Interest Funding Account") bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders. The Trust shall possess


                                       29
<PAGE>

all right, title and interest in all funds on deposit from time to time in the
Series Interest Funding Account and in all proceeds thereof. Pursuant to
authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing
Agreement, the Master Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Series Interest Funding Account for the
purpose of carrying out the duties of the Master Servicer hereunder. Any funds
on deposit in the Series Interest Funding Account for more than one Business Day
shall be invested in Permitted Investments pursuant to Section 4.02(c) of the
Pooling and Servicing Agreement. The Master Servicer at all times shall maintain
accurate records reflecting each transaction in the Series Interest Funding
Account. The Paying Agent shall also have the revocable authority to make
withdrawals from the Series Interest Funding Account.

      (e) The Credit Enhancement Account. If the Credit Enhancement is Funded
Credit Enhancement, the Master Servicer, for the benefit of the
Certificateholders and the Credit Enhancement Provider, shall establish and
maintain or cause to be established and maintained in the name of the Trust,
with the corporate trust department of an office or branch of either the Trustee
or a Qualified Institution, a non-interest bearing segregated trust account (the
"Credit Enhancement Account") bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders and
the Credit Enhancement Provider. The Trust shall possess all right, title and
interest in all funds on deposit from time to time in the Credit Enhancement
Account and in all proceeds thereof. The Credit Enhancement Account shall be
under the sole dominion and control of the Trustee as the administrator of the
Credit Enhancement for the benefit of the Certificateholders and the Credit
Enhancement Provider; provided, however, the Master Servicer may make Credit
Enhancement Drawings pursuant to, and for the purposes set forth in, Section 9.
The interest of the Credit Enhancement Provider in the Credit Enhancement
Account shall be subordinated to the interests of the Certificateholders to the
extent provided herein and in the Credit Enhancement Agreement. The Trustee, at
the direction of the Master Servicer, shall (i) on the Series Closing Date,
deposit into the Credit Enhancement Account an amount equal to the sum of the
Stated Class A Credit Enhancement Amount, the Stated Shared Credit Enhancement
Amount, and the Stated Class B Credit Enhancement Amount, as applicable (such
amounts to be funded by the Credit Enhancement Provider pursuant to the Credit
Enhancement Agreement) and (ii) make withdrawals from, and deposits to, the
Credit Enhancement Account from time to time in the amounts and for the purposes
set forth in this Series Supplement. The Credit Enhancement Provider shall not
be entitled to reimbursement from the assets of the Trust for any withdrawals
from the Credit Enhancement Account except as specifically provided in this
Series Supplement. The Master Servicer at all times shall maintain accurate
records reflecting each transaction in the Credit Enhancement Account.

      Funds on deposit in the Credit Enhancement Account shall be invested in
Permitted Investments by the Trustee as administrator of the Credit Enhancement
at the direction of the Master Servicer, as set forth below. Any Permitted
Investment with a stated maturity shall mature on or prior to the following
Distribution Date and any funds received with respect to the maturity of a
Permitted Investment shall be available in sufficient time to allow for any
payments to be made to the Investor Certificateholders on such Distribution
Date. The Master Servicer's notice to the Trustee shall specifically identify
each such Permitted Investment (including its principal amount and maturity). In
addition, the Master Servicer shall from time to time provide written notice to
the Trustee directing the Trustee to reinvest funds representing principal,


                                       30
<PAGE>

interest or other investment income received by it with respect to such
Permitted Investments (whether upon maturity or otherwise) in additional
Permitted Investments. In the event that the Master Servicer fails to direct the
Trustee to invest or reinvest any funds that are deposited in the Credit
Enhancement Account or that are received by it with respect to Permitted
Investments by 2:00 p.m. on the date such funds are available for investment,
the Trustee shall use reasonable efforts to invest such funds overnight in
securities represented by instruments in bearer or registered form which
evidence obligations issued or fully guaranteed, as to timely payment, by the
United States of America or any instrumentality or agency thereof when such
obligations are backed by the full faith and credit of the United States of
America until such time as the Trustee receives the required notice from the
Master Servicer; provided, however, that the Trustee shall have no liability for
the failure to invest such funds if the Trustee has employed reasonable efforts
to make such investment.

      On each Distribution Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Distribution Date on funds on
deposit in the Credit Enhancement Account shall be paid to the Trustee as
administrator of the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. For purposes of determining the
availability of funds or the balances in the Credit Enhancement Account, all
investment earnings on such funds shall be deemed not to be available or on
deposit. If, on any Distribution Date, after giving effect to all other deposits
to and withdrawals from the Credit Enhancement Account as of such Distribution
Date, the amount on deposit in the Credit Enhancement Account is greater than
the Total Maximum Credit Enhancement Amount, then the excess of the amount on
deposit over the Total Maximum Credit Enhancement Amount shall be withdrawn from
the Credit Enhancement Account and paid to the Trustee as administrator of the
Credit Enhancement for application in accordance with the provisions of the
Credit Enhancement Agreement.

      Upon the earliest to occur of (i) the termination of the Trust, (ii) the
Series Termination Date and (iii) the day on which the Class Invested Amount for
each Class of the Series established hereby is paid in full, and after payment
of all amounts to be paid on such day from the Credit Enhancement Account to or
for the benefit of Investor Certificateholders of the Series established hereby,
all amounts remaining on deposit in the Credit Enhancement Account shall be
withdrawn from such account and paid to the Trustee as administrator of the
Credit Enhancement for application in accordance with the provisions of the
Credit Enhancement Agreement.

      (f) The Interest Rate Swap Account. The Trustee shall establish and
maintain or cause to be established and maintained in the name of the Trust, in
the corporate trust department of an office or branch of either the Trustee or a
Qualified Institution, a non-interest bearing segregated trust account (for
payment of Net Swap Payments, the "Interest Rate Swap Account"). The Trust shall
possess all right, title and interest in all funds on deposit from time to time
in the Interest Rate Swap Account and in all proceeds thereof. Pursuant to
authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing
Agreement, the Master Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Interest Rate Swap Account for the purpose of
carrying out the duties of the Master Servicer hereunder. Any funds on deposit
in the Interest Rate Swap Account for more than one Business Day shall be
invested in Permitted Investments pursuant to Section 4.02(c) of the Pooling and
Servicing


                                       31
<PAGE>

Agreement. The Master Servicer at all times shall maintain accurate records
reflecting each transaction in the Interest Rate Swap Account. The Paying Agent
shall also have the revocable authority to make withdrawals from the Interest
Rate Swap Account.

      (g) Transfer of Investor Accounts. If at any time any of the Investor
Accounts established in Sections 8(a) through 8(f) is not being held by the
Trustee and the institution holding such Investor Account ceases to be a
Qualified Institution, the Master Servicer shall within 10 Business Days
establish a new Investor Account (meeting any conditions specified in this
Series Supplement with respect to such Investor Account) with a Qualified
Institution and transfer any cash and/or any investments to such new Investor
Account.

      SECTION 9. Allocations of Collections.

      (a) Deposits to Series Collections Account. On or before each Distribution
Date, the Master Servicer shall direct the Trustee in writing to withdraw from
the Group Collections Account and deposit into the Series Collections Account an
amount equal to the sum of the Series Finance Charge Collections and the Series
Principal Collections for the related Due Period. On or before each Distribution
Date, the Class Additional Funds for each Class of the Series established hereby
shall also have been deposited into the Series Collections Account pursuant to
Section 4.03(e) of the Pooling and Servicing Agreement.

      (b) Deposits During the Revolving Period, Early Accumulation Period,
Accumulation Period, Controlled Liquidation Period or Amortization Period, as
Applicable. The Master Servicer shall, on or before each Distribution Date
during the Revolving Period, the Early Accumulation Period, the Accumulation
Period, the Controlled Liquidation Period or any Amortization Period, as
applicable, direct the Trustee in writing that funds be paid or deposited in the
following amounts, to the extent such funds are available and in the order of
priority specified, to the account or Person indicated, in each case as set
forth below; provided, however, that if the Credit Enhancement is not Funded
Credit Enhancement, then no amounts (other than any Credit Enhancement Fees or
any amounts paid to the Trustee as Administrator of the Credit Enhancement in
respect of the Total Available Credit Enhancement Amount) that are measured or
determined by reference to Class Excess Servicing for any Class, Series Excess
Servicing or the amount on deposit at any time in the Group Finance Charge
Collections Reallocation Account shall be paid or deposited if, on the related
Drawing Date, the Credit Enhancement Provider is unable to pay its debts as they
become due.

            (1) During the Accumulation Period or the Early Accumulation Period,
if any, or on the first Distribution Date of the Amortization Period, if
applicable, an amount equal to the amount of Class Investment Income for the
related Due Period for any Class shall be withdrawn from the Series Principal
Funding Account and deposited into the Series Collections Account.

            (2) With respect to Class A, an amount equal to the lesser of

                  (x)   the Class A Required Amount and

                  (y)   the sum of (1) Class A Finance Charge Collections, (2)
                        Class A Yield Collections, (3) Class A Investment
                        Income, if applicable, and (4) Class A Additional Funds


                                       32
<PAGE>

shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The amount by which the Class A Required Amount
exceeds the amount of such deposit shall be the "Class A Required Amount
Shortfall."

            (3) With respect to Class A, an amount equal to the lesser of

                  (x)   the Class A Required Amount Shortfall and

                  (y)   funds, if any, available to pay such Class A Required
                        Amount Shortfall from funds initially allocated to any
                        Subordinate Series

shall be deposited into the Series Distribution Account. The Class A Required
Amount Shortfall shall be reduced by the amount of such deposit.

            (4) With respect to Class A, an amount equal to the lesser of

                  (x)   the Class A Cumulative Investor Charged-Off Amount and

                  (y)   Class A Excess Servicing

shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount, Series Excess Servicing and the Available Subordinated
Amount shall be reduced by the amount of such deposit.

            (5) An amount equal to the lesser of

                  (x)   the Class A Cumulative Investor Charged-Off Amount and

                  (y)   funds, if any, available to pay such Class A Cumulative
                        Investor Charged-Off Amount from funds initially
                        allocated to any Subordinate Series

shall be deposited into the Series Principal Collections Account. The Class A
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.

            (6) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of

                  (x)   the Class A Required Amount Shortfall,

                  (y)   the Available Subordinated Amount, and

                  (z)   Class B Available Collections

shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class B Subordinated Payment shall be increased
by, and the Class A Required Amount Shortfall, the Available Subordinated Amount
and Class B Available Collections shall be decreased by, the amount of such
deposit.


                                       33
<PAGE>

            (7) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of

                  (x)   the Class A Cumulative Investor Charged-Off Amount,

                  (y)   the Available Subordinated Amount, and

                  (z)   Class B Available Collections

shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Subordinated Payment shall be
increased by, and the Class A Cumulative Investor Charged-Off Amount, the
Available Subordinated Amount and Class B Available Collections shall be reduced
by, the amount of such deposit.

            (8) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of

                  (x)   the Class B Required Amount and

                  (y)   the positive difference, if any, between

                        (1)   the amount of Class B Available Finance Charge
                              Collections, and

                        (2)   the Class B Subordinated Payment

shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The amount by which the Class B Required Amount
exceeds the amount of such deposit shall be the "Class B Required Amount
Shortfall."

            (9) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of

                  (x)   the Class B Required Amount Shortfall and

                  (y)   funds, if any, available to pay such Class B Required
                        Amount Shortfall from funds initially allocated to any
                        Subordinate Series

shall be deposited into the Series Distribution Account. The Class B Required
Amount Shortfall shall be reduced by the amount of such deposit.

            (10) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of

                  (x)   the Class B Cumulative Investor Charged-Off Amount and

                  (y)   funds, if any, available to pay such Class B Cumulative
                        Investor Charged-Off Amount from funds initially
                        allocated to any Subordinate Series


                                       34
<PAGE>

shall be deposited into the Series Principal Collections Account. The Class B
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.

            (11) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of

                  (x)   the Class A Required Amount Shortfall,

                  (y)   the Available Subordinated Amount, and

                  (z)   Series Excess Servicing

shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Required Amount Shortfall, the
Available Subordinated Amount and the amount of Series Excess Servicing shall be
reduced by the amount of such deposit.

            (12) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of

                  (x)   the Class A Cumulative Investor Charged-Off Amount,

                  (y)   the Available Subordinated Amount, and

                  (z)   Series Excess Servicing

shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount, the Available Subordinated Amount and the amount of Series
Excess Servicing shall be reduced by the amount of such deposit. If the Class A
Cumulative Investor Charged-Off Amount is greater than zero after such
reduction, the Class A Cumulative Investor Charged-Off Amount shall be further
reduced by an amount equal to the least of

                  (x)   the Class A Cumulative Investor Charged-Off Amount,

                  (y)   the Available Subordinated Amount, and

                  (z)   the Class B Investor Interest.

The Class A Cumulative Investor Charged-Off Amount, the Available Subordinated
Amount and the Class B Investor Interest shall each be reduced by such least
amount, and the Class B Cumulative Investor Charged-Off Amount shall be
increased by such amount.

            (13) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of

                  (x)   the Class B Required Amount Shortfall and

                  (y)   Series Excess Servicing


                                       35
<PAGE>

shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class B Required Amount Shortfall and the
amount of Series Excess Servicing shall be reduced by the amount of such
deposit.

            (14) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of

                  (x)   the Class B Cumulative Investor Charged-Off Amount and

                  (y)   Series Excess Servicing

shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Cumulative Investor
Charged-Off Amount and the amount of Series Excess Servicing shall be reduced by
the amount of such deposit.

            (15) On each Distribution Date prior to the Fully Funded Date, if
any, an amount equal to the lesser of

                  (x)   the amount by which the Total Available Credit
                        Enhancement Amount is less than the Total Maximum Credit
                        Enhancement Amount and

                  (y)   Series Excess Servicing

shall be withdrawn from the Series Collections Account and paid to the Trustee
as administrator of the Credit Enhancement for application in accordance with
the provisions of the Credit Enhancement Agreement. If there is Shared Credit
Enhancement or Class A Cash Collateral Credit Enhancement, such deposit shall
increase the Available Shared Credit Enhancement Amount or Available Class A
Credit Enhancement Amount, until the Available Shared Credit Enhancement Amount
or Available Class A Credit Enhancement Amount, as applicable, equals the
Maximum Shared Credit Enhancement Amount or the Maximum Class A Credit
Enhancement Amount, as applicable. If there is a Subordinate Class with respect
to Class A, any remaining portion of such deposit shall increase the Available
Class B Credit Enhancement Amount until the Available Class B Credit Enhancement
Amount equals the Maximum Class B Credit Enhancement Amount. The Total Available
Credit Enhancement Amount shall be increased by, and the amount of Series Excess
Servicing shall be decreased by, the amount of such deposit.

            (16) If there is Shared Credit Enhancement or Class A Cash
Collateral Credit Enhancement, and if the Class A Required Amount Shortfall is
greater than zero, the Master Servicer, on the related Drawing Date, shall make
a Credit Enhancement Drawing in an amount equal to the lesser of

                  (x)   the Class A Required Amount Shortfall and

                  (y)   the Available Shared Credit Enhancement Amount or the
                        Available Class A Credit Enhancement Amount, as
                        applicable,


                                       36
<PAGE>

and such amount shall be deposited into the Series Distribution Account. The
Class A Required Amount Shortfall and the Available Shared Credit Enhancement
Amount or Available Class A Credit Enhancement Amount, as applicable, shall be
reduced by the amount of such deposit.

            (17) If there is Shared Credit Enhancement or Class A Cash
Collateral Credit Enhancement, and if the Class A Cumulative Investor
Charged-Off Amount is greater than zero, the Master Servicer, on the related
Drawing Date, shall make a Credit Enhancement Drawing in an amount equal to the
lesser of

                  (x)   the Class A Cumulative Investor Charged-Off Amount and

                  (y)   the Available Shared Credit Enhancement Amount or the
                        Available Class A Credit Enhancement Amount, as
                        applicable,

and such amount shall be deposited into the Series Principal Collections
Account. The Class A Cumulative Investor Charged-Off Amount and the Available
Shared Credit Enhancement Amount or Available Class A Credit Enhancement Amount,
as applicable, shall be reduced by the amount of such deposit.

            (18) If there is Shared Credit Enhancement, and if there is a
Subordinate Class with respect to Class A, and if the Class B Required Amount
Shortfall is greater than zero, the Master Servicer, on the related Drawing
Date, shall make a Credit Enhancement Drawing in an amount equal to the lesser
of

                  (x)   the Class B Required Amount Shortfall and

                  (y)   the Available Shared Credit Enhancement Amount

and such amount shall be deposited into the Series Distribution Account. The
Class B Required Amount Shortfall and the Available Shared Credit Enhancement
Amount shall be reduced by the amount of such deposit.

            (19) If there is Shared Credit Enhancement, and if there is a
Subordinate Class with respect to Class A, and if the Class B Cumulative
Investor Charged-Off Amount is greater than zero, the Master Servicer, on the
related Drawing Date, shall make a Credit Enhancement Drawing in an amount equal
to the lesser of

                  (x)   the Class B Cumulative Investor Charged-Off Amount and

                  (y)   the Available Shared Credit Enhancement Amount

and such amount shall be deposited into the Series Principal Collections
Account. The Class B Cumulative Investor Charged-Off Amount and the Available
Shared Credit Enhancement Amount shall be reduced by the amount of such deposit.

            (20) If there is Subordinate Class with respect to Class A, and if
the Class B Required Amount Shortfall is greater than zero, the Master Servicer,
on the related Drawing Date, shall make a Credit Enhancement Drawing in an
amount equal to the lesser of


                                       37
<PAGE>

                  (x)   the Class B Required Amount Shortfall and

                  (y)   the Available Class B Credit Enhancement Amount

and such amount shall be deposited into the Series Distribution Account. The
Class B Required Amount Shortfall and the Available Class B Credit Enhancement
Amount shall be reduced by the amount of such deposit.

            (21) If there is a Subordinate Class with respect to Class A, and if
the Class B Cumulative Investor Charged-Off Amount is greater than zero, the
Master Servicer, on the related Drawing Date, shall make a Credit Enhancement
Drawing in an amount equal to the lesser of

                  (x)   the Class B Cumulative Investor Charged-Off Amount and

                  (y)   the Available Class B Credit Enhancement Amount

and such amount shall be deposited into the Series Principal Collections
Account. The Class B Cumulative Investor Charged-Off Amount and the Available
Class B Credit Enhancement Amount shall be reduced by the amount of such
deposit.

            (22) An amount equal to the lesser of

                  (x)   the Credit Enhancement Fee and

                  (y)   Series Excess Servicing

shall be withdrawn from the Series Collections Account and paid to the Trustee
as the administrator of the Credit Enhancement for application in accordance
with the provisions of the Credit Enhancement Agreement. The amount of Series
Excess Servicing shall be reduced by the amount of such payment.

            (23) An amount equal to the Monthly Swap Deposit, if any, up to the
remaining amount of Series Excess Servicing, shall be withdrawn from the Series
Collections Account and deposited into the Interest Rate Swap Account.

            (24) An amount equal to the amount of Series Excess Servicing shall
be withdrawn from the Series Collections Account and deposited into the Group
Finance Charge Collections Reallocation Account.

            (25) The allocations set forth in clauses (25)(A) and (25)(B) shall
be made, first, with respect to Class A, and then, if there is a Subordinate
Class with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):

            (A) An amount equal to the lesser of

                  (x)   the Class Required Amount Shortfall and


                                       38
<PAGE>

                  (y)   the product of

                        (1)   a fraction the numerator of which is the Class
                              Required Amount Shortfall and the denominator of
                              which is the sum of the Class Required Amount
                              Shortfalls for all Classes designated by the same
                              letter of the alphabet of all Series in the Group
                              to which the Series established hereby belongs
                              (after giving effect to provisions in the
                              applicable Series Supplements substantially
                              similar to the clauses preceding this clause (25))
                              and

                        (2)   the amount on deposit in the Group Finance Charge
                              Collections Reallocation Account before any
                              withdrawals therefrom with respect to any other
                              Series pursuant to a comparable clause in the
                              applicable Series Supplements,

shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.

            (B) An amount equal to the lesser of

                  (x)   the Class Cumulative Investor Charged-Off Amount and

                  (y)   the product of

                        (1)   a fraction the numerator of which is the Class
                              Cumulative Investor Charged-Off Amount and the
                              denominator of which is the sum of the Class
                              Cumulative Investor Charged-Off Amounts for all
                              Classes designated by the same letter of the
                              alphabet of all Series in the Group to which the
                              Series established hereby belongs (after giving
                              effect to provisions in the applicable Series
                              Supplements substantially similar to the clauses
                              preceding this clause (25)) and

                        (2)   the amount on deposit in the Group Finance Charge
                              Collections Reallocation Account before any
                              withdrawals therefrom with respect to any other
                              Series pursuant to a comparable clause in the
                              applicable Series Supplements,

shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.


                                       39
<PAGE>

            (C) After the allocations set forth in clauses (25)(A) and (25)(B)
are made with respect to Class A and Class B, then, if there are one or more
Subordinate Classes other than Class B, the allocations set forth in clauses
(25)(A) and (25)(B) shall be made with respect to each other such Class, in
alphabetical order, to the extent that funds are available pursuant to this
clause (25).

            (26) The allocations set forth in clauses (26)(A) and (26)(B) shall
be made, to the extent that funds are available pursuant to this clause (26):

            (A) If there is Shared Credit Enhancement or Class A Cash Collateral
Credit Enhancement, an amount equal to the lesser of

                  (x)   the amount by which the Available Shared Credit
                        Enhancement Amount or the Available Class A Credit
                        Enhancement Amount, as applicable, is less than the
                        Maximum Shared Credit Enhancement Amount or the Maximum
                        Class A Credit Enhancement Amount, as applicable and

                  (y)   the product of

                        (1)   a fraction, the numerator of which is the amount
                              by which the Available Shared Credit Enhancement
                              Amount or the Available Class A Credit Enhancement
                              Amount, as applicable, is less than the Maximum
                              Shared Credit Enhancement Amount or the Maximum
                              Class A Credit Enhancement Amount, as applicable,
                              and the denominator of which is the sum of, for
                              each Series in the Group of which the Series
                              established hereby is a member, the amount by
                              which the Available Shared Credit Enhancement
                              Amount or the Available Class A Credit Enhancement
                              Amount, as applicable, for such Series is less
                              than the Maximum Shared Credit Enhancement Amount
                              or the Maximum Class A Credit Enhancement Amount,
                              as applicable, for such Series (after giving
                              effect to provisions in the applicable Series
                              Supplements substantially similar to the clauses
                              preceding this clause (26)) and

                        (2)   the amount on deposit in the Group Finance Charge
                              Collections Reallocation Account before any
                              withdrawals therefrom with respect to any other
                              Series pursuant to a comparable clause in the
                              applicable Series Supplements,

shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Such deposit shall increase the Available Shared Credit Enhancement
Amount or the Available Class A Credit Enhancement Amount, as applicable.


                                       40
<PAGE>

            (B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of

                  (x)   the amount by which the Available Class B Credit
                        Enhancement Amount is less than the Maximum Class B
                        Credit Enhancement Amount and

                  (y)   the product of

                        (1)   a fraction, the numerator of which is the amount
                              by which the Available Class B Credit Enhancement
                              Amount is less than the Maximum Class B Credit
                              Enhancement Amount and the denominator of which is
                              the sum of, for each Series in the Group of which
                              the Series established hereby is a member, the
                              amount by which the Available Class B Credit
                              Enhancement Amount for such Series is less than
                              the Maximum Class B Credit Enhancement Amount for
                              such Series (after giving effect to provisions in
                              the applicable Series Supplements substantially
                              similar to the clauses preceding this clause (26))
                              and

                        (2)   the amount on deposit in the Group Finance Charge
                              Collections Reallocation Account before any
                              withdrawals therefrom with respect to any other
                              Series pursuant to a comparable clause in the
                              applicable Series Supplements,

shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.

            (27) After all allocations from the Group Finance Charge Collections
Reallocation Account to be made pursuant to any other Series Supplement for any
Series that is a member of the same Group of which the Series established hereby
is a member have been made, an amount equal to the product of (x) a fraction the
numerator of which shall be the Series Investor Interest and the denominator of
which shall be the sum of the Series Investor Interests for each Series that is
a member of the same Group as the Series established hereby (including the
Series established hereby) and (y) the amount remaining on deposit in the Group
Finance Charge Collections Reallocation Account shall be withdrawn from the
Group Finance Charge Collections Reallocation Account and paid to the Trustee as
administrator of the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. Amounts remaining on deposit in
the Group Finance Charge Collections Reallocation Account shall be withdrawn
from such account and allocated pursuant to the provisions of the Series
Supplements for each other Series that is a member of the same Group as the
Series established hereby.


                                       41
<PAGE>

            (28) Any amounts remaining on deposit in the Series Collections
Account shall be withdrawn from the Series Collections Account and deposited
into the Series Principal Collections Account.

            (29) The Net Swap Receipt, to the extent paid to the Trustee by the
Interest Rate Swap Counterparty pursuant to the Class Interest Rate Swap, shall
be deposited in the Series Collections Account.

            (30) Any amount remaining on deposit in the Series Collections
Account will be withdrawn from the Series Collections Account and paid to the
Holder of the Seller Certificate.

            (31) Unless the Distribution Date is a Distribution Date in the
Revolving Period, the lesser of

                  (x)   the Principal Distribution Amount and

                  (y)   the amount on deposit in the Series Principal
                        Collections Account

shall be withdrawn from the Series Principal Collections Account and deposited
into the Series Principal Funding Account. The amount by which the Principal
Distribution Amount exceeds the amount of such deposit shall be the "Principal
Distribution Amount Shortfall."

            (32) Unless the Distribution Date is a Distribution Date in the
Revolving Period, the lesser of

                  (x)   the Principal Distribution Amount Shortfall and

                  (y)   funds, if any, available to pay such Principal
                        Distribution Amount Shortfall from funds initially
                        allocated to any Subordinate Series

shall be deposited into the Series Principal Funding Account. The Principal
Distribution Amount Shortfall shall be reduced by the amount of such deposit.

            (33) Any amounts remaining on deposit in the Series Principal
Collections Account shall be withdrawn from the Series Principal Collections
Account and be deposited into the Group Principal Collections Reallocation
Account.

            (34) During the Accumulation Period or the Controlled Liquidation
Period, as applicable, the allocation set forth below shall be made with respect
to each Class, beginning with Class A and continuing, seriatim, for each Class,
to the extent that funds are available pursuant to this clause (34):

      An amount equal to the lesser of

            (x)   the portion of the Principal Distribution Amount Shortfall
                  that is allocable to such Class and


                                       42
<PAGE>

            (y)   the product of

                  (1)   a fraction the numerator of which is the portion of the
                        Principal Distribution Amount Shortfall that is
                        allocable to such Class and the denominator of which is
                        the sum of the portions of the Principal Distribution
                        Amount Shortfalls allocable to all Classes designated by
                        the same letter of the alphabet of all Series in the
                        Group to which the Series established hereby belongs
                        that are in their Accumulation Periods or Controlled
                        Liquidation Periods, as applicable (after giving effect
                        to provisions in the applicable Series Supplements
                        substantially similar to the clauses preceding this
                        clause (34)) and

                  (2)   the amount on deposit in the Group Principal Collections
                        Reallocation Account before any withdrawals therefrom
                        with respect to any other Series

shall be withdrawn from the Group Principal Collections Reallocation Account and
deposited into the Series Principal Funding Account. The Principal Distribution
Amount Shortfall shall be reduced by the amount of such deposit.

            (35) After all allocations from the Group Principal Collections
Reallocation Account to be made pursuant to any other Series Supplement for any
Series that is a member of the same Group of which the Series established hereby
is a member have been made, the amount remaining on deposit in the Group
Principal Collections Reallocation Account shall be withdrawn from the Group
Principal Collections Reallocation Account and deposited into the Collections
Account.

            (36) After all other allocations have been provided for with respect
to each Series then outstanding (whether or not such Series is a member of the
same Group as the Series established hereby), the lesser of

            (x)   the amount of the Seller Interest and

            (y)   the amount on deposit in the Collections Account

shall be paid to the Holder of the Seller Certificate. If, after such payment,
any amounts remain on deposit in the Collections Account, such amounts shall
remain in the Collections Account for allocation as Principal Collections on the
next Trust Distribution Date.

      SECTION 10. Payments.

      (a) Payments.

            (1) On each Distribution Date related to a Due Period in the
Accumulation Period or the Early Accumulation Period, and on the first
Distribution Date of the Amortization Period, the Master Servicer shall direct
the Trustee in writing to withdraw the amount of Excess


                                       43
<PAGE>

Income, if any, on deposit in the Series Principal Funding Account from the
Series Principal Funding Account and pay such amount to the Holder of the Seller
Certificate.

            (2) On each Distribution Date, after giving effect to payments made
pursuant to Section 9 and the calculation of Investor Losses and adjustment of
the Class Investor Interest and Class Invested Amount with respect to each Class
pursuant to Section 13, the Master Servicer shall direct the Trustee in writing
to withdraw and cause the Paying Agent to pay funds from the applicable Investor
Account to or for the benefit of each Class of Investor Certificateholders,
seriatim, with respect to each Class, beginning with Class A, until such
payments have been made with respect to each Class, as set forth below:

            (A) First, an amount equal to the lesser of

                  (x)   the Class Modified Required Amount and

                  (y)   the amount on deposit in the Series Distribution
                        Account.

shall be withdrawn from the Series Distribution Account and deposited into the
Series Interest Funding Account. The amount by which the Class Modified Required
Amount exceeds the amount so deposited into the Series Interest Funding Account
shall be the "Class Monthly Deficiency Amount" with respect to such Distribution
Date.

            (B) Second, an amount equal to the lesser of

                  (x)   the sum of the Class Monthly Servicing Fee for such
                        Distribution Date and all accrued but unpaid Class
                        Monthly Servicing Fees from prior months and

                  (y)   the amount deposited into the Series Distribution
                        Account with respect to such Class on such Distribution
                        Date pursuant to Section 9 less the amount deposited
                        into the Series Interest Funding Account with respect to
                        such Class pursuant to clause (A) above

shall be withdrawn from the Series Distribution Account and paid to the Master
Servicer.

            (3) On each Interest Payment Date, the Master Servicer shall direct
the Trustee in writing to deposit into the Series Interest Funding Account any
Class Interest Rate Cap Payment made by any Interest Rate Cap Provider for any
Class or Subclass pursuant to the Class Interest Rate Cap for such Class or
Subclass.

            (4) On each Interest Payment Date, after giving effect to the
payments described above on such day, the Master Servicer shall direct the
Trustee in writing to withdraw the amount deposited into the Series Interest
Funding Account with respect to each Class or Subclass since the preceding
Interest Payment Date. The Master Servicer shall cause the Paying Agent to pay
such amount on each Interest Payment Date to the Investor Certificateholders of
such Class or Subclass in accordance with Section 5.01 of the Pooling and
Servicing Agreement.


                                       44
<PAGE>

            (5) On each Interest Payment Date (or, following the early
termination of the Class Interest Rate Swap, on each Distribution Date), the
Master Servicer shall direct the Trustee in writing to withdraw any Net Swap
Payment from the Interest Rate Swap Account and pay such amount to the Interest
Rate Swap Counterparty in accordance with the provisions of the Class Interest
Rate Swap.

            (6) Reserved.

            (7) On each Principal Payment Date, after giving effect to the
payments described above on such day, an amount equal to the lesser of

                  (x)   the Controlled Liquidation Amount and

                  (y)   the amount deposited into the Series Principal Funding
                        Account on any Distribution Date pursuant to Section 9

shall be withdrawn from the Series Principal Funding Account. The Master
Servicer shall cause the Paying Agent to pay such amount to the Investor
Certificateholders of such Class or Subclass in accordance with Section 5.01 of
the Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to or with respect to the Class A
Investor Certificateholders until the Class A Invested Amount is reduced to
zero; and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to or with respect to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to zero, unless
the Series Termination Date occurs prior to such date; provided, however, that
on the Fully Funded Date, if any, the Class B Invested Amount shall be withdrawn
from the Series Principal Funding Account and paid to the Class B Investor
Certificateholders. In no event shall any amounts be paid with respect to any
Class of Investor Certificates pursuant to this clause (5) in excess of the
Class Invested Amount for such Class. Any amounts remaining on deposit in the
Series Principal Funding Account after the Class Invested Amount for each Class
has been reduced to zero shall be paid to the Holder of the Seller Certificate.

            (8) On each Special Payment Date during the Amortization Period,
after giving effect to the payments described above on such day, an amount equal
to the lesser of

                  (x)   the Principal Distribution Amount and

                  (y)   the amount deposited into the Series Principal Funding
                        Account on such Special Payment Date pursuant to Section
                        9

shall be withdrawn from the Series Principal Funding Account. The Master
Servicer shall cause the Paying Agent to pay such amount to the Investor
Certificateholders of such Class or Subclass in accordance with Section 5.01 of
the Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to or with respect to the Class A
Investor Certificateholders until the Class A Invested Amount is reduced to
zero; and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to or with respect to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to zero, unless
the Series Termination Date occurs prior to such date. In no event shall any
amounts be paid with respect to any Class of Investor Certificates pursuant to
this clause (6) in excess of the


                                       45
<PAGE>

Class Invested Amount for such Class. Any amounts remaining on deposit in the
Series Principal Funding Account after the Class Invested Amount for each Class
has been reduced to zero shall be paid to the Holder of the Seller Certificate.

            (9) On the first Distribution Date of the Amortization Period, if
any, after giving effect to the payments and withdrawals and conversions
described above on such day, an amount equal to the lesser of

                  (x)   the Series Invested Amount and

                  (y)   the amount on deposit in the Series Principal Funding
                        Account

shall be withdrawn from the Series Principal Funding Account. The Master
Servicer shall cause the Paying Agent to pay such amount to the Investor
Certificateholders of such Class or Subclass in accordance with Section 5.01 of
the Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to or with respect to the Class A
Investor Certificateholders until the Class A Invested Amount is reduced to
zero; and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to or with respect to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to zero, unless
the Series Termination Date occurs prior to such date. In no event shall any
amounts be paid with respect to any Class of Investor Certificates pursuant to
this clause (7) in excess of the Class Invested Amount for such Class. Any
amounts remaining on deposit in the Series Principal Funding Account after the
Class Invested Amount for each Class has been reduced to zero shall be paid to
the Holder of the Seller Certificate.

            (10) On the Class Expected Final Payment Date or the Class Final
Maturity Date, if applicable (or, if such Class Expected Final Payment Date or
Class Final Maturity Date is not also a Distribution Date, on the Distribution
Date occurring in the same calendar month as the Class Expected Final Payment
Date or the Class Final Maturity Date, if applicable), the Master Servicer shall
direct the Trustee in writing to withdraw the amount on deposit in the Series
Principal Funding Account with respect to each Class; provided that (i) such
amount shall be no greater than the Class Invested Amount and (ii) funds, if
any, remaining on deposit in the Series Principal Funding Account after the
payment in full of the Class Invested Amount with respect to each Class shall be
withdrawn and paid to the Holder of the Seller Certificate. The Master Servicer
shall cause the Paying Agent to pay such amount to the Investor
Certificateholders of such Class or Subclass in accordance with Section 5.01 of
the Pooling and Servicing Agreement.

      (b) Payments to the Sellers and/or the Master Servicer. Notwithstanding
the other provisions in Section 9 and this Section 10, any amounts payable to
Discover Bank on behalf of the Holder of the Seller Certificate or to the Master
Servicer on any Distribution Date pursuant to Section 9 and this Section 10 may
be paid prior to such Distribution Date pursuant to Section 4.03(d) of the
Pooling and Servicing Agreement.

      SECTION 11. Credit Enhancement.

      (a) Initial Credit Enhancement. The Master Servicer hereby represents with
respect to the Initial Credit Enhancement and shall be deemed to represent with
respect to any successor


                                       46
<PAGE>

Credit Enhancement that (i) the Master Servicer has provided for the Credit
Enhancement for the account of the Trustee and for the benefit of the Investor
Certificateholders, (ii) the Master Servicer has entered into a Credit
Enhancement Agreement, (iii) the Credit Enhancement permits the Trustee or the
Master Servicer, acting as the Trustee's attorney-in-fact or otherwise, to make
Credit Enhancement Drawings from time to time in an amount up to the Total
Available Credit Enhancement Amount at such time, for the purposes set forth in
this Agreement and (iv) the Credit Enhancement and the respective Credit
Enhancement Agreement may be terminated by the Trustee without penalty if (x)
the Master Servicer elects to obtain a successor Credit Enhancement and such
successor Credit Enhancement does not cause the ratings of the Investor
Certificates of the Series established hereby to be withdrawn or lowered by
either of the Rating Agencies from the respective ratings of such Investor
Certificates immediately prior to such election or (y) if the Credit Enhancement
is not Funded Credit Enhancement, the Credit Enhancement Provider ceases to be a
Qualified Credit Enhancement Provider.

      (b) Successor Credit Enhancement.

            (i) If the Credit Enhancement is not Funded Credit Enhancement and
      if, at any time, the provider of such Credit Enhancement ceases to be a
      Qualified Credit Enhancement Provider, the Master Servicer shall obtain a
      successor Credit Enhancement within 30 days or such longer period as will
      not result in the lowering or withdrawal of the rating of any Class of any
      Series then outstanding by the Rating Agencies (a) which, if such
      successor Credit Enhancement is not to be Funded Credit Enhancement, will
      be issued by a Qualified Credit Enhancement Provider and (b) with respect
      to which the representations set forth in Section 11(a) will be satisfied;
      provided, however, that the Master Servicer shall not be required to
      continue efforts to obtain a successor Credit Enhancement if the then
      existing Credit Enhancement Provider again becomes a Qualified Credit
      Enhancement Provider and remains such; and, provided, further, that unless
      otherwise agreed to by the Rating Agencies, the Credit Enhancement and
      Credit Enhancement Agreement will not be terminated and no successor
      Credit Enhancement Provider shall be selected if the successor Credit
      Enhancement, the successor Credit Enhancement Agreement, or the selection
      of such successor Credit Enhancement Provider would cause the ratings of
      the Investor Certificates of the Series established hereby to be withdrawn
      or lowered by either Rating Agency from the respective ratings of such
      Investor Certificates immediately prior to such selection. The Master
      Servicer, the Trustee and the Sellers shall promptly enter into any such
      successor Credit Enhancement Agreement, and the Master Servicer shall use
      its best efforts to secure the signature of any other required party to
      such agreement.

            (ii) Regardless of whether the Credit Enhancement is Funded Credit
      Enhancement, the Master Servicer may elect, at any time, to obtain a
      successor Credit Enhancement, provided that such successor Credit
      Enhancement does not cause the ratings of the Investor Certificates of the
      Series established hereby to be withdrawn or lowered by either of the
      Rating Agencies from the respective ratings of such Investor Certificates
      immediately prior to such election.

            (iii) In any case, subject to the foregoing, any successor Credit
      Enhancement obtained by the Master Servicer need not consist of the same
      type of Credit Enhancement


                                       47
<PAGE>

      as the Initial Credit Enhancement, but may consist of a different type of
      facility, including, but not limited to, a reserve account, a cash
      collateral account, an irrevocable standby letter of credit, a surety bond
      or a combination of any of the above. Upon issuance of, or other provision
      for, any such successor Credit Enhancement, the Trustee shall terminate
      the prior Credit Enhancement and Credit Enhancement Agreement.

      (c) Supplemental Credit Enhancement Event. Upon the occurrence of a
Supplemental Credit Enhancement Event, Discover Bank as Servicer shall, within
60 days of notice from Standard & Poor's of the withdrawal or downgrade (or such
longer period as may be agreed to by Standard & Poor's), arrange for the payment
of the Supplemental Credit Enhancement Amount, if any, by a Person other than
Discover Bank (or from Series Excess Servicing) to the Trustee as administrator
of the Credit Enhancement for application in accordance with the provisions of
the Credit Enhancement Agreement. Both the form and the provider of the
Supplemental Credit Enhancement Amount, if any, shall be determined at the time
it is to be paid; provided, that the Master Servicer shall have received
confirmation from Standard & Poor's that the arrangements with respect to the
Supplemental Credit Enhancement Amount, if any, will not result in the rating of
the Investor Certificates of the Series established hereby being withdrawn or
lowered. In addition to the foregoing, the Master Servicer shall notify Moody's
of the occurrence of a Supplemental Credit Enhancement Event as soon as
practicable after such occurrence, and shall notify Moody's in advance of its
implementation of the form and provider of the Supplemental Credit Enhancement
Amount, if any.

      SECTION 12. Alternative Credit Support Election.

      (a) The Sellers may elect to effect a change in the calculation of the
Class Percentage with respect to Finance Charge Collections during the Early
Accumulation Period or the Amortization Period, as set forth in the definition
of "Class Percentage," and increase the Available Class B Credit Enhancement
Amount, by making an Alternative Credit Support Election. An Alternative Credit
Support Election may be made as follows:

            (i) at any time during the Revolving Period, Discover Bank on behalf
      of the Holder of the Seller Certificate shall deliver written notice of
      such Alternative Credit Support Election to the Rating Agencies, the
      Trustee and the Credit Enhancement Provider;

            (ii) prior to the last day of the Revolving Period, the Additional
      Credit Support Amount shall be paid to the Trustee as administrator of the
      Credit Enhancement for application in accordance with the provisions of
      the Credit Enhancement Agreement; provided, however, that following an
      Early Accumulation Event or an Amortization Event, the Additional Credit
      Support Amount may be paid to the Trustee as administrator of the Credit
      Enhancement at any time on or prior to the last day of the Due Period in
      which the Early Accumulation Event or the Amortization Event occurs;

            (iii) prior to the last day of the Revolving Period (or, following
      an Early Accumulation Event or an Amortization Event during the Revolving
      Period, on or prior to the last day of the Due Period in which the Early
      Accumulation Event or the Amortization Event occurs), the Rating Agencies
      shall have confirmed that the


                                       48
<PAGE>

      Alternative Credit Support Election shall not cause a reduction in or
      withdrawal of the rating of any Class of Investor Certificates of the
      Series established hereby; and

            (iv) prior to the last day of the Revolving Period (or, following an
      Early Accumulation Event or an Amortization Event during the Revolving
      Period, on or prior to the last day of the Due Period in which the Early
      Accumulation Event or the Amortization Event occurs), Discover Bank on
      behalf of the Holder of the Seller Certificate shall have delivered to the
      Rating Agencies written confirmation that the conclusions reached in the
      legal opinions delivered on the Initial Closing Date regarding the
      absolute transfer of the Receivables and the security interest of the
      Trust in the Receivables are not affected by the Alternative Credit
      Support Election.

      (b) If each of the actions set forth in Section 12(a) above has been taken
or satisfied as required, the Alternative Credit Support Election shall become
effective on the last day of the Due Period in which the Additional Credit
Support Amount has been paid to the Trustee as administrator of the Credit
Enhancement (an "Effective Alternative Credit Support Election").

      (c) At any time until the Alternative Credit Support Election becomes
effective, such Alternative Credit Support Election may be cancelled upon notice
to the Rating Agencies, the Trustee and the Credit Enhancement Provider.
Thereafter, the Additional Credit Support Amount, if any, shall be returned by
the Trustee as administrator of the Credit Enhancement in accordance with the
Credit Enhancement Agreement.

      SECTION 13. Calculation of Investor Losses.

      (a) For each Distribution Date, the Master Servicer shall calculate the
Class Investor Charged-Off Amount and the Class Cumulative Investor Charged-Off
Amount with respect to each Class, in each case as of the end of the related Due
Period.

      (b) If on any Distribution Date, the Class Investor Charged-Off Amount
with respect to any Class exceeds the Class Charge-Off Reimbursement Amount with
respect to such Class, the Class Investor Interest and the Class Invested Amount
for such Class shall each be reduced by the amount of such excess (an "Investor
Charge-Off Loss" with respect to such Class).

      (c) On each Distribution Date the Class Investor Interest and the Class
Invested Amount for each Class shall be increased by, and the amount of
aggregate unreimbursed Investor Losses for each such Class shall be decreased
by, the positive difference, if any, between the Class Charge-Off Reimbursement
Amount on such Distribution Date and the Class Investor Charged-Off Amount for
such Distribution Date; provided, however, that neither the Class Invested
Amount nor the Class Investor Interest shall exceed the Class Initial Investor
Interest for such Class minus the sum of (x) the aggregate amount of payments of
Certificate Principal paid to the Investor Certificateholders of such Class
prior to such Distribution Date, (y) in the case of the Class Investor Interest,
the amount on deposit in the Series Principal Funding Account for the benefit of
such Class in respect of Certificate Principal and (z) the aggregate amount of
losses, if any, on investments of principal of funds on deposit in the Series
Principal Funding Account for the benefit of such Class; and provided, further,
that the amount of Investor Losses with respect to any Class shall not be
reduced to an amount less than zero.


                                       49
<PAGE>

      SECTION 14. Servicing Compensation. As compensation for its servicing
activities hereunder and under the Pooling and Servicing Agreement and
reimbursement of its expenses as set forth in Section 3.03 of the Pooling and
Servicing Agreement, the Master Servicer shall be entitled to receive a monthly
servicing fee with respect to the Series established hereby in respect of any
Due Period (or portion thereof) prior to the earlier of the date on which the
Series Investor Interest is reduced to zero and the Series Termination Date.
Such monthly servicing fees shall be composed of the Class Monthly Servicing
Fees and the Supplemental Servicing Fees, if any. The Class Monthly Servicing
Fees shall be paid to the Master Servicer on behalf of each Class on each
Distribution Date pursuant to Section 10. The Supplemental Servicing Fee, if
any, shall be paid to the Master Servicer on or before each Distribution Date
from the Series Additional Funds for such Distribution Date. In no event shall
the Trustee or the Investor Certificateholders be liable for the Supplemental
Servicing Fee.

      SECTION 15. Class Interest Rate Caps.

      (a) In the event that the Master Servicer has obtained a Class Interest
Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that
does not have a fixed or maximum Certificate Rate, the Master Servicer hereby
represents that such Class Interest Rate Cap provides that (i) the Trust shall
not be required to make any payments thereunder and (ii) the Trust shall be
entitled to receive payments (determined in accordance with the Class Interest
Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if
LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation
Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any
Class Interest Rate Cap Payment shall be deposited into the Series Interest
Funding Account.

      (b) In the event that the commercial paper or certificate of deposit
rating of the Interest Rate Cap Provider is withdrawn or reduced below the
ratings specified in the Series Term Sheet (or, in either case, such lower
rating as the applicable Rating Agency shall allow), then within 30 days after
receiving notice of such decline in the creditworthiness of the Interest Rate
Cap Provider as determined by either Rating Agency, either (x) the Interest Rate
Cap Provider, with the prior confirmation of the Rating Agencies that such
arrangement will not result in the reduction or withdrawal of the rating of any
Investor Certificates of the Series established hereby, will enter into an
arrangement the purpose of which shall be to assure performance by the Interest
Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y)
the Master Servicer shall at its option either (i) with the prior confirmation
of the Rating Agencies that such action will not result in a reduction or
withdrawal of the rating of any Investor Certificates of the Series established
hereby, cause the Interest Rate Cap Provider to pledge securities in the manner
provided by applicable law, which shall be held by the Trustee or its agent free
and clear of the Lien of any third party, in a manner conferring on the Trustee
a perfected first Lien in such securities securing the Interest Rate Cap
Provider's performance of its obligations under the Class Interest Rate Caps, or
(ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute
Cap Arrangements meeting the requirements of Section 15(c) have been obtained,
direct the Trustee (A) to provide written notice to the Interest Rate Cap
Provider of its intention to terminate the Class Interest Rate Caps within such
30-day period and (B) to terminate the Class Interest Rate Caps within such
30-day period, to request the payment to it of all amounts due to the Trust
under the Class Interest Rate Caps through the termination date and to deposit
any such amounts so received, on the day of receipt, to the Series Interest


                                       50
<PAGE>

Funding Account, or (iii) establish any other arrangement (including an
arrangement or arrangements in addition to or in substitution for any prior
arrangement made in accordance with the provisions of this Section 15(b))
satisfactory to the Rating Agencies such that the Rating Agencies will not
reduce or withdraw the rating of any Investor Certificates of the Series
established hereby (a "Qualified Substitute Cap Arrangement"); provided,
however, that in the event at any time any alternative arrangement established
pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be
satisfactory to the Rating Agencies then the provisions of this Section 15(b)
shall again be applied and in connection therewith the 30-day period referred to
above shall commence on the date the Master Servicer receives notice of such
cessation.

      (c) Unless an alternative arrangement pursuant to clause (x) or (y)(i) of
Section 15(b) is being established, the Master Servicer shall use its best
efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute
Cap Arrangements meeting the requirements of this Section 15(c) during the
30-day period referred to in Section 15(b). The Trustee shall not terminate the
Class Interest Rate Caps unless, prior to the expiration of the 30-day period
referred to in Section 15(b), the Master Servicer delivers to the Trustee (i)
Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements,
(ii) to the extent applicable, an Opinion of Counsel as to the due
authorization, execution and delivery and validity and enforceability of each
such Replacement Class Interest Rate Cap or Qualified Substitute Cap
Arrangement, as the case may be, and (iii) confirmation from each Rating Agency
that the termination of the Class Interest Rate Caps and their replacement with
such Replacement Class Interest Rate Caps or Qualified Substitute Cap
Arrangements will not adversely affect its rating of the Investor Certificates
of the Series established hereby.

      (d) Master Servicer shall notify the Trustee, the Rating Agencies and the
Credit Enhancement Provider within five Business Days after obtaining knowledge
that the commercial paper or certificate of deposit rating of the Interest Rate
Cap Provider has been withdrawn or reduced by either Rating Agency.

      (e) Notwithstanding the foregoing, the Master Servicer may at any time
obtain Replacement Class Interest Rate Caps, provided that the Master Servicer
delivers to the Trustee (i) an Opinion of Counsel as to the due authorization,
execution and delivery and validity and enforceability of such Replacement Class
Interest Rate Caps and (ii) confirmation from the Rating Agencies that the
termination of the then current Class Interest Rate Caps and their replacement
with such Replacement Class Interest Rate Caps will not adversely affect the
rating of the Investor Certificates of the Series established hereby.

      (f) The Trustee hereby appoints the Master Servicer to perform the duties
of the calculation agent under the Class Interest Rate Caps and the Master
Servicer accepts such appointment.

      SECTION 16. Class Interest Rate Swaps. In the event that the Investor
Certificates of any Class are subject to a Class Interest Rate Swap, the Trust
will enter into a Class Interest Rate Swap in a form approved by the Master
Servicer. Pursuant to the terms of the Class Interest Rate Swap, the Interest
Rate Swap Counterparty shall pay to the Trust the Net Swap Receipt or the Trust
shall pay to the Interest Rate Swap Counterparty the Net Swap Payment, as
applicable. If the Trust does not receive payment from the Interest Rate Swap
Counterparty on each Interest


                                       51
<PAGE>

Payment Date (if due), the Trustee, on behalf of the Trust, shall attempt to
determine from the Interest Rate Swap Counterparty the reasons therefore and
whether such payment is to be made by the Interest Rate Swap Counterparty on
such Interest Payment Date. If the Class Interest Rate Swap has not been
terminated and the Trust has not received any payment due from the Interest Rate
Swap Counterparty on the related Interest Payment Date, the Trustee shall notify
the Master Servicer of such fact prior to 1:00 p.m. Chicago time on such
Interest Payment Date.

      SECTION 17. Investor Certificateholders' Monthly Statement. On each
Statement Date, a statement substantially in the form of Exhibit B prepared by
the Trustee (based on information provided by the Master Servicer) setting forth
the information listed thereon shall be available from the Trustee, each Paying
Agent and, if applicable, the Listing Agent.

      SECTION 18. Master Servicer's Monthly Certificate. On or before the second
Business Day preceding each Statement Date, the Master Servicer shall forward to
Discover Bank on behalf of the Holder of the Seller Certificate, the Trustee and
each Paying Agent a certificate of a Servicing Officer substantially in the form
of Exhibit C setting forth the information listed thereon.

      SECTION 19. Notices. Any notices to holders of Investor Certificates
issued in bearer form shall be given as described in the Series Term Sheet.

      SECTION 20. Additional Amortization Events. If any one of the following
events shall occur:

      (a) after giving effect to payments and distributions on the Class
Expected Final Payment Date or the Class Final Maturity Date, as applicable,
with respect to any Class, the Class Invested Amount for such Class is not
reduced to zero;

      (b) if applicable, following either (i) the withdrawal or reduction of the
commercial paper or certificate of deposit rating of any Interest Rate Cap
Provider to below the ratings specified in the Series Term Sheet (or, in either
case, such lower rating as the applicable Rating Agency has allowed) or (ii)
notice from either Rating Agency that any Qualified Substitute Cap Arrangement
or any other arrangement established pursuant to Section 15 is no longer
satisfactory to such Rating Agency, the Master Servicer shall fail, within the
applicable time period specified in Section 15, to (x) obtain Replacement Class
Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the
Interest Rate Cap Provider to pledge securities as collateral securing the
obligations of the Interest Rate Cap Provider or establish any other arrangement
as provided in Section 15, in each case in a manner satisfactory to the Trustee
and the Rating Agencies (such that neither Rating Agency will reduce or withdraw
the ratings of the Investor Certificates of the Series established hereby); or

      (c) if the amount of Principal Receivables in the Trust at the end of any
Due Period for three consecutive Due Periods of the Early Accumulation Period
shall be less than the Minimum Principal Receivables Balance and Discover Bank
shall have failed to assign Receivables in Additional Accounts or Participation
Interests to the Trust in at least the amount of the deficiency by the tenth day
of the calendar month of the following Due Period;


                                       52
<PAGE>

an Amortization Event shall occur with respect to the Investor Certificates of
the Series established hereby, immediately upon the occurrence of such event. If
an Amortization Event described in this Section 20 shall occur, this Section 20
constitutes written notice by the Trustee and not less than 51% of the Class
Invested Amount of each Class of the Series established hereby to the Master
Servicer and the Sellers that such Amortization Event has occurred. No
additional notice of any kind, which is hereby waived by the Sellers and the
Master Servicer, shall be required as a condition of the occurrence of any
Amortization Event described in this Section 20. In addition, the events set
forth in Section 21 shall constitute either Early Accumulation Events or
additional Amortization Events with respect to the Series established hereby .

      SECTION 21. Early Accumulation Events; Additional Amortization Events. If
the Series established hereby is eligible to have an Early Accumulation Period,
each of the events described in clause (a), (b), (g), (i) or (j) of Section 9.01
of the Pooling and Servicing Agreement shall not be Amortization Events but
shall instead be Early Accumulation Events. In addition, for purposes of this
Series Supplement, each of the following events shall be (i) Early Accumulation
Events, if the Series established hereby is eligible to have an Early
Accumulation Period, or (ii) Amortization Events, if the Series established
hereby is not eligible to have an Early Accumulation Period:

      (a) on any Distribution Date, the three month rolling average Series
Excess Spread is less than the Series Buffer Amount and the three month rolling
average Group Excess Spread is less than the Group Buffer Amount;

      (b) if a Supplemental Credit Enhancement Event shall have occurred and
Discover Bank as Servicer shall have failed to arrange for the Supplemental
Credit Enhancement in accordance with the requirements of Section 11(c) hereof
(including, without limitation, receipt of the confirmation from Standard &
Poor's required thereby).

If any event described in clause (a), (b), (g), (i) or (j) of Section 9.01 of
the Pooling and Servicing Agreement occurs, an Early Accumulation Event shall
occur with respect to the Investor Certificates of such Class only if the event
has a material adverse effect on the Investor Certificateholders of such Class
and if, after the applicable grace period described in those clauses, either the
Trustee declares or the Investor Certificateholders of such Class evidencing
Fractional Undivided Interests aggregating not less than 51% of the Class
Invested Amount for either Class declare by written notice to Discover Bank and
the Master Servicer (and to the Trustee if given by the Investor
Certificateholders) that an Early Accumulation Event has occurred as of the date
of the notice. In the case of any event described in clause (a) or (b) of this
Section 21, an Early Accumulation Event shall occur with respect to the Investor
Certificates of such Class immediately upon the occurrence of the event without
any notice or other action on the part of the Trustee or the Investor
Certificateholders of such Class. On the date on which an Early Accumulation
Event is deemed to have occurred the Early Accumulation Period will commence.

      SECTION 22. Purchase of Investor Certificates and Series Termination.


                                       53
<PAGE>

      (a) If as of any Distribution Date during the Amortization Period (after
giving effect to any payments calculated pursuant to Section 9 made on such
Distribution Date) the Series Investor Interest of the Series established hereby
is less than or equal to 5% of the Series Initial Investor Interest, Discover
Bank on behalf of the Holder of the Seller Certificate may purchase and cancel
the Investor Certificates of the Series established hereby by depositing into
the Series Distribution Account, on the immediately succeeding Distribution
Date, an amount equal to the Series Investor Interest as of the last day of the
Due Period related to such immediately succeeding Distribution Date. The Master
Servicer shall direct the Trustee in writing to withdraw the amount allocable to
such Class from the Series Distribution Account and pay such amount to the
Investor Certificateholders of such Class pursuant to Section 12.02 of the
Pooling and Servicing Agreement. All Investor Certificates of the Series
established hereby that are purchased by Discover Bank on behalf of the Holder
of the Seller Certificate pursuant to this Section 22(a) shall be delivered by
Discover Bank on behalf of the Holder of the Seller Certificate upon such
purchase to, and be cancelled by, the Transfer Agent and be disposed of in a
manner satisfactory to the Trustee and Discover Bank on behalf of the Holder of
the Seller Certificate.

      (b) If as of any Distribution Date during the Accumulation Period, the
Early Accumulation Period or the Controlled Liquidation Period, as applicable
(after giving effect to any payments calculated pursuant to Section 9 made on
such Distribution Date), the Series Investor Interest of the Series established
hereby is less than or equal to 5% of the Series Initial Investor Interest
(before giving effect to any reduction in the Series Initial Investor Interest
pursuant to Section 6.14 of the Pooling and Servicing Agreement), Discover Bank
on behalf of the Holder of the Seller Certificate may, but shall not be
obligated to, purchase the Investor Certificates of the Series established
hereby by depositing into the Series Principal Funding Account, on such
Distribution Date, an amount equal to such Series Investor Interest. After
giving effect to such deposit, such Series Investor Interest shall be reduced to
zero, and the Seller Interest shall be increased by the amount of such deposit.

      (c) Following the sale of Receivables pursuant to Section 12.02 of the
Pooling and Servicing Agreement, the Master Servicer shall direct the Trustee in
writing to withdraw the amount allocable to each Class from the Series
Distribution Account and pay such amount to the Investor Certificateholders of
such Class pursuant to Section 12.02 of the Pooling and Servicing Agreement.

      SECTION 23. Variable Accumulation Period. If the Series Term Sheet for the
Series established hereby so provides, the Master Servicer may elect, by written
notice to the Trustee, Discover Bank on behalf of the Holder of the Seller
Certificate and the Credit Enhancement Provider, to delay the commencement of
the Accumulation Period, and extend the length of the Revolving Period, subject
to the conditions set forth in this Section 23; provided, however, that the
Accumulation Period shall commence no later than the first day of the Due Period
related to the Class A Expected Final Payment Date. Any such election by the
Master Servicer shall be made no later than the first day of the last scheduled
Due Period of the Revolving Period (including any prior extension of the
Revolving Period pursuant to this Section 23).

      The Master Servicer may make such election only if the following
conditions are satisfied: (i) the Master Servicer shall have delivered to the
Trustee a certificate to the effect that


                                       54
<PAGE>

the Master Servicer reasonably believes that the delay in the commencement of
the Accumulation Period would not result in the Class Invested Amount with
respect to any Class of the Series established hereby not being paid in full on
the relevant Class Expected Final Payment Date; (ii) the Rating Agencies shall
have advised the Master Servicer and Discover Bank on behalf of the Holder of
the Seller Certificate that such election to delay the commencement of the
Accumulation Period would not cause the rating of any Class of any Series then
outstanding to be lowered or withdrawn; and (iii) the amount to be deposited in
the Series Principal Funding Account in respect of the Accumulation Amount shall
have been adjusted.

      SECTION 24. Optional Accumulation Period Commencement. If the Series Term
Sheet for the Series established hereby so provides, unless the Amortization
Period or the Early Accumulation Period shall have commenced prior thereto, the
Master Servicer may elect to commence the Accumulation Period by delivering
written notice to the Trustee, Discover Bank, on behalf of the Holder of the
Seller Certificate and the Credit Enhancement Provider at least 5 Business Days
prior to the Accumulation Commencement Date subject to the conditions set forth
in this Section 24; provided, however, that the Accumulation Period shall
commence no later than the first day of the following Due Period. Such written
notice shall set forth the Accumulation Amount for each Distribution Date
relating to the Accumulation Period.

      SECTION 25. Series Yield Factor. The Series Yield Factor for the Series
established hereby shall initially be the Series Yield Factor set forth in the
Series Term Sheet. The Master Servicer may change the Series Yield Factor upon
20 days prior written notice to the Trustee, Discover Bank on behalf of the
Holder of the Seller Certificate, the Credit Enhancement Provider and the Rating
Agencies, provided that the following conditions are satisfied: (i) the Series
Yield Factor may not be reduced below the initial Series Yield Factor or
increased to more than a total of 0.05; (ii) the Master Servicer shall have
delivered to the Trustee a certificate to the effect that the Master Servicer
reasonably believes that the change in the Series Yield Factor would not (x)
result in any delay in the payment of principal to the Investor
Certificateholders of any Series then outstanding, or (y) cause an Amortization
Event or an Early Accumulation Event to occur with respect to any Series then
outstanding; and (iii) Standard & Poor's shall have advised the Master Servicer
and Discover Bank on behalf of the Holder of the Seller Certificate that such
change in the Series Yield Factor would not cause the rating of any Class of any
Series then outstanding to be lowered or withdrawn. Any such change shall be
effective as of the first day of the Due Period specified in the notice of the
Master Servicer.

      SECTION 26. Ratification of Pooling and Servicing Agreement. As
supplemented and amended by this Series Supplement, the Pooling and Servicing
Agreement is in all respects ratified and confirmed and the Pooling and
Servicing Agreement as so supplemented by this Series Supplement shall be read,
taken, and construed as one and the same instrument.

      SECTION 27. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.

      SECTION 28. Governing Law. This Series Supplement shall be construed in
accordance with the internal laws of the State of New York, without reference to
its conflict of


                                       55
<PAGE>

law provisions, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

      SECTION 29. Intention of Parties. The parties intend the sale, transfer,
assignment or conveyance of Receivables in connection herewith to be a sale of
financial assets in connection with a securitization, an absolute transfer for
all purposes (other than for federal, state and local income and franchise tax
purposes) and to be treated as a sale for accounting purposes.

      SECTION 30. Amendment for Sale Accounting Purposes. If any Seller
determines that (i) an amendment to this Agreement or the Pooling and Servicing
Agreement is necessary or desirable for such Seller to maintain or establish
sale accounting treatment under then-applicable financial accounting standards,
and (ii) such Seller cannot enter into such amendment pursuant to Section 13.01
of the Pooling and Servicing Agreement without obtaining the consent of a
specified percentage of Investor Certificateholders, then the Master Servicer,
the Sellers, the Trustee and the Servicers may nonetheless enter into such
amendment without obtaining the consent of any Certificateholder of any Investor
Certificates of this Series so long as the Trustee shall have been advised by
the Rating Agencies that such amendment will not result in the downgrading or
withdrawal of the rating assigned to any Class of any Series then outstanding.

      Any such amendment may include, without limitation, any changes necessary
to convert the Trust from a "one-tier" securitization structure to a "two-tier"
securitization structure. Notwithstanding the foregoing, any Investor
Certificateholder that acquires an Investor Certificate of this Series will be
deemed to have consented to any such amendment for all purposes, including for
purposes of calculating whether the requisite consent percentage, if any, under
Section 13.01 of the Pooling and Servicing Agreement has been received for any
amendment that requires such consent because of the lack of provisions
comparable to this Section 30 in the Series Supplements for other Series then
outstanding (except that Investor Certificates beneficially owned by any Seller
or any affiliate or agent of any Seller will not be included in any such
calculation).

      SECTION 31. Election Under Delaware Asset-Backed Securities Facilitation
Act. Without limiting any other provisions of the Pooling and Servicing
Agreement or this Series Supplement, the parties hereto agree that (a) the
transactions contemplated hereby constitute a "securitization transaction" and
(b) to the fullest extent permitted under applicable law, including without
limitation, the Asset-Backed Securities Facilitation Act Delaware Code Ann. tit.
6, Section 2703A et seq: (1) all right, title and interest to the Receivables,
whether now existing or hereafter acquired, all monies due or to become due with
respect thereto and all proceeds of such Receviables (the "Transferred Assets"),
which have been transferred to the Trust in connection with the securitization
transactions contemplated herein, shall be deemed to no longer be the property,
assets or rights of the Seller; (2) the Seller, its creditors or, in any
insolvency proceeding with respect to the Seller or the Seller's property, a
bankruptcy trustee, receiver, debtor, debtor in possession or similar person,
shall have no rights, legal or equitable, whatsoever to reacquire, reclaim,
recover, repudiate, disaffirm, redeem or recharacterize as property of the
Seller any of the Transferred Assets; and (3) in the event of a bankruptcy,
receivership or other insolvency proceeding with respect to the Seller or the
Seller's property, such Transferred Assets shall not be deemed to be part of the
Seller's property, assets, rights or estate.


                                       56
<PAGE>

                                   EXHIBIT A-1

                           FORM OF CLASS A CERTIFICATE

                 [FORM OF THE FACE OF THE CLASS A CERTIFICATES]

      UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

            NO.                                                                $

                                                          CUSIP NO. ____________

                   DISCOVER CARD MASTER TRUST I, SERIES 2003-2
           FLOATING RATE CLASS A CREDIT CARD PASS-THROUGH CERTIFICATE

                                  DISCOVER BANK
                      MASTER SERVICER, SERVICER AND SELLER

(NOT AN INTEREST IN OR OBLIGATION OF DISCOVER BANK AND NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.)

      This certifies that Cede & Co. (the "Class A Certificateholder") is the
registered owner of a Fractional Undivided Interest in the Discover Card Master
Trust I (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date (or, with
respect to Receivables in Additional Accounts, as of the applicable Additional
Account Cut-Off Date) or thereafter created under certain open end credit card
accounts for specified Persons (the "Accounts") originated by Discover Bank
(formerly Greenwood Trust Company), a Delaware banking corporation ("Discover
Bank"), or an affiliate of Discover Bank, and transferred to the Trust by
Discover Bank or one or more Additional Sellers, all monies due or to become due
with respect thereto, all proceeds (as defined in Section 9-102(a)(64) of the
Uniform Commercial Code as in effect in the Applicable State or any successor
provision thereto) of such Receivables pursuant to a Pooling and Servicing
Agreement, dated as of October 1, 1993, by and between U.S. Bank National
Association (formerly First Bank National Association, successor trustee to Bank
of America Illinois, formerly Continental Bank, National Association) as Trustee


                                     A-1-1
<PAGE>

(the "Trustee") and Discover Bank as Master Servicer, Servicer and Seller, as
amended (the "Pooling and Servicing Agreement"), a summary of certain of the
pertinent provisions of which is set forth herein below, and benefits under any
Credit Enhancement with respect to any Series of investor certificates issued
from time to time pursuant to the Pooling and Servicing Agreement, to the extent
applicable. Reference is hereby made to the further provisions of this Class A
Certificate set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as if set forth at this place.

      This Class A Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement or any amendment thereto, or the Series
Supplement, dated as of February 18, 2003 (the "Series Supplement"), by and
between the Trustee and Discover Bank or any amendment thereto, or become vested
or obligatory for any purpose until the certificate of authentication hereon
shall have been signed by or on behalf of the Trustee under the Pooling and
Servicing Agreement.


                                     A-1-2
<PAGE>

      IN WITNESS WHEREOF, Discover Bank has caused this Class A Certificate to
be duly executed and authenticated.

                                              DISCOVER BANK


                                              By:_______________________________


                                     A-1-3
<PAGE>

                [FORM OF THE REVERSE OF THE CLASS A CERTIFICATES]

      It is the intent of the Sellers and the Investor Certificateholders that,
for federal, state and local income and franchise tax purposes only, the
Investor Certificates will be evidence of indebtedness of the Sellers. The
Sellers and the Class A Certificateholder, by the acceptance of this Class A
Certificate, agree to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as indebtedness of the Sellers secured
by the Receivables and other assets held in the Trust.

      To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement or the Series
Supplement. This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement and the
Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.

      This Class A Certificate is one of a series of Certificates entitled
"Discover Card Master Trust I, Series 2003-2 Floating Rate Class A Credit Card
Pass-Through Certificates" (the "Class A Certificates"), each of which
represents a Fractional Undivided Interest in the Trust including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Discover Card Master Trust I,
Series 2003-2 or paid to the Class A Certificateholders. Also issued under the
Pooling and Servicing Agreement and the Series Supplement are Investor
Certificates designated as "Discover Card Master Trust I, Series 2003-2 3.85%
Class B Credit Card Pass-Through Certificates" (the "Class B Certificates"). The
Class A Certificates and the Class B Certificates are collectively referred to
herein as the Investor Certificates.

      The aggregate interest represented by the Class A Certificates at any time
in the assets of the Trust shall not exceed an amount equal to the Class A
Investor Interest at such time, plus accrued but unpaid Certificate Interest for
the Class A Certificates and any interest thereon. The Class Initial Investor
Interest of the Class A Certificates is $500,000,000. The Class A Invested
Amount on any Distribution Date will be an amount equal to the Class A Initial
Investor Interest minus the sum of (a) the aggregate amount of payments of
Certificate Principal paid to the Class A Certificateholders prior to such
Distribution Date, (b) the aggregate amount of Investor Losses for such Class
not reimbursed prior to such Distribution Date and (c) the aggregate amount of
losses of principal on investments in funds on deposit for the benefit of such
Class in the Series Principal Funding Account. In addition to the Investor
Certificates, a Seller Certificate has been issued pursuant to the Pooling and
Servicing Agreement which represents, at any time, the undivided interest in the
Trust not represented by the Investor Certificates or the investor certificates
of any other Series of investor certificates then outstanding. Subject to the
terms and conditions of the Pooling and Servicing Agreement, the Sellers may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of investor certificates, which will represent Fractional
Undivided Interests in the Trust.


                                     A-1-4
<PAGE>

      During the Revolving Period, which begins on the Series Cut-Off Date, and
during the Accumulation Period, Certificate Interest will be distributed on the
15th day of each calendar month with respect to interest accrued during the
preceding Interest Accrual Period, commencing in March 2003, or if such 15th day
is not a Business Day, on the next succeeding Business Day (an "Interest Payment
Date"), to the Class A Certificateholders of record as of the last day of the
month preceding the related Interest Payment Date. Principal on the Class A
Certificates is scheduled to be paid in a single payment on the Distribution
Date in February 2008 (the "Class A Expected Final Payment Date"), but may be
paid sooner or later and in installments if an Amortization Event occurs. During
the Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Master Servicer will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar month, commencing
in the month following the commencement of the Amortization Period. In any
event, the final payment of principal of either class will be made no later than
the first Business Day following the Distribution Date in August 2010 (the
"Series Termination Date").

      The amount to be distributed on each Principal Payment Date to the holder
of this Class A Certificate will be equal to the product of (a) the percentage
equivalent of a fraction, the numerator of which is the portion of the Class A
Initial Investor Interest evidenced by this Class A Certificate and the
denominator of which is the Class A Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class A Certificateholders on such
Distribution Date. Distributions with respect to this Class A Certificate will
be made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class A Certificate) without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon, except that with respect to Class A Certificates registered in
the name of Cede & Co., the nominee registrant for The Depository Trust Company,
distributions will be made in the form of immediately available funds.

      This Class A Certificate does not represent an obligation of, or an
interest in, the Master Servicer. This Class A Certificate is limited in right
of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.

      The Pooling and Servicing Agreement permits, with certain exceptions, the
amendment and modification of the rights and obligations of the Master Servicer,
and the rights of Investor Certificateholders under the Pooling and Servicing
Agreement and Series Supplement, at any time by the Master Servicer, the Sellers
and the Trustee in certain cases (some of which require confirmation from the
Rating Agencies that such amendment will not result in the downgrading or
withdrawal of the rating assigned to the Investor Certificates) without the
consent of the Investor Certificateholders, and in all other cases with the
consent of the Investor Certificateholders owning Fractional Undivided Interests
aggregating not less than 66-2/3% of the Class Invested Amount of each such
affected Class (and with confirmation from the Rating Agencies that such
amendment will not result in the downgrading or withdrawal of the rating
assigned to the Investor Certificates); provided, however, that no such
amendment shall (a) have a material adverse effect on any Class of Investor
Certificateholders by reducing in any manner the amount of, or delaying the
timing of, distributions which are required to be made on any Investor
Certificate without the consent of the affected Investor Certificateholders or
(b) reduce


                                     A-1-5
<PAGE>

the aforesaid percentage required to consent to any such amendment, without the
consent of each Investor Certificateholder of each affected Class then of
record; and provided, further, that the permitted activities of the Trust may be
significantly changed only with the consent of the Holders of Investor
Certificates evidencing Fractional Undivided Interests aggregating not less than
51% of the Aggregate Invested Amount. Any such amendment and any such consent by
the Class A Certificateholder, including the deemed consent described in the
following sentence, shall be conclusive and binding on such Class A
Certificateholder and upon all future Holders of this Class A Certificate and of
any Class A Certificate issued in exchange hereof or in lieu hereof whether or
not notation thereof is made upon this Class A Certificate. The Class A
Certificateholder, by acceptance of this Class A Certificate, will be deemed to
have consented for all purposes to any amendment that any Seller determines is
necessary or desirable for such Seller to maintain or establish sale accounting
treatment under then-applicable financial accounting standards.

      The transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class A Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates evidencing like aggregate Fractional Undivided Interests,
as requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Master Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.

      The Master Servicer, the Trustee, the Paying Agent and the Transfer Agent,
and any agent of any of them, may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Master Servicer, the Trust nor the Trustee, the Paying Agent, the Transfer
Agent, nor any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described in the Pooling
and Servicing Agreement.

      Subject to certain conditions in the Pooling and Servicing Agreement and
the Series Supplement, if the principal of the Investor Certificates has not
been paid in full prior to the Series Termination Date, the obligations created
by the Pooling and Servicing Agreement and the Series Supplement with respect to
the Investor Certificates shall terminate on the Series Termination Date.


                                     A-1-6
<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

      This is one of the Class A Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee


                                        By:____________________________________
                                                     Authorized Officer


                                     A-1-7
<PAGE>

                                   EXHIBIT A-2

                           FORM OF CLASS B CERTIFICATE

                 [FORM OF THE FACE OF THE CLASS B CERTIFICATES]

      UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

NO.                                                              $

                                                      CUSIP NO. ________________

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND TO THE RIGHTS OF THE MASTER SERVICER AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.

                   DISCOVER CARD MASTER TRUST I, SERIES 2003-2
                                  3.85% CLASS B
                      CREDIT CARD PASS-THROUGH CERTIFICATE

                                  DISCOVER BANK
                      MASTER SERVICER, SERVICER AND SELLER

(NOT AN INTEREST IN OR OBLIGATION OF DISCOVER BANK AND NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.)

      THIS INVESTOR CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF ANY
EMPLOYEE BENEFIT PLAN (AS DEFINED BELOW).

      This certifies that Cede & Co. (the "Class B Certificateholder") is the
registered owner of a Fractional Undivided Interest in the Discover Card Master
Trust I (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date (or, with
respect to Receivables in Additional Accounts, as of the applicable Additional
Account Cut-Off Date) or thereafter created under certain open end credit card
accounts for specified Persons (the "Accounts") originated by Discover Bank
(formerly Greenwood Trust Company), a


                                     A-2-1
<PAGE>

Delaware banking corporation ("Discover Bank"), or an affiliate of Discover
Bank, and transferred to the Trust by Discover Bank or one or more Additional
Sellers, all monies due or to become due with respect thereto, all proceeds (as
defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in
the Applicable State or any successor provision thereto) of such Receivables
pursuant to a Pooling and Servicing Agreement, dated as of October 1, 1993, by
and between U.S. Bank National Association (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association) as Trustee (the "Trustee") and Discover Bank as
Master Servicer, Servicer and Seller, as amended (the "Pooling and Servicing
Agreement"), a summary of certain of the pertinent provisions of which is set
forth herein below, and benefits under any Credit Enhancement with respect to
any Series of investor certificates issued from time to time pursuant to the
Pooling and Servicing Agreement, to the extent applicable. Reference is hereby
made to the further provisions of this Class B Certificate set forth on the
reverse hereof, and such further provisions shall for all purposes have the same
effect as if set forth at this place.

      This Class B Certificate shall not be entitled to any benefit under the
Pooling and Servicing Agreement or any amendment thereto, or the Series
Supplement, dated as of February 18, 2003 (the "Series Supplement"), by and
between the Trustee and Discover Bank or any amendment thereto, or become vested
or obligatory for any purpose until the certificate of authentication hereon
shall have been signed by or on behalf of the Trustee under the Pooling and
Servicing Agreement.


                                     A-2-2
<PAGE>

      IN WITNESS WHEREOF, Discover Bank has caused this Class B Certificate to
be duly executed and authenticated.

                                                 DISCOVER BANK


                                                 By:____________________________


                                     A-2-3
<PAGE>

                [FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]

      It is the intent of the Sellers and the Investor Certificateholders that,
for federal, state and local income and franchise tax purposes only, the
Investor Certificates will be evidence of indebtedness of the Sellers. The
Sellers and the Class B Certificateholder, by the acceptance of this Class B
Certificate, agree to treat this Class B Certificate for federal, state and
local income and franchise tax purposes as indebtedness of the Sellers secured
by the Receivables and other assets held in the Trust.

      To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement or the Series
Supplement. This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement and the
Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.

      This Class B Certificate is one of a class of Certificates entitled
"Discover Card Master Trust I, Series 2003-2 3.85% Class B Credit Card
Pass-Through Certificates" (the "Class B Certificates"), each of which
represents a Fractional Undivided Interest in the Trust including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Discover Card Master Trust I,
Series 2003-2 or paid to the Class B Certificateholders. Also issued under the
Pooling and Servicing Agreement and the Series Supplement are Investor
Certificates designated as "Discover Card Master Trust I, Series 2003-2 Floating
Rate Class A Credit Card Pass-Through Certificates" (the "Class A
Certificates"). The Class A Certificates and the Class B Certificates are
collectively referred to herein as the Investor Certificates.

      The aggregate interest represented by the Class B Certificates at any time
in the assets of the Trust shall not exceed an amount equal to the Class
Investor Interest of the Class B Certificates at such time, plus accrued but
unpaid Certificate Interest for the Class B Certificates and any interest
thereon. The Class B Certificateholders are also entitled to the benefit of the
Credit Enhancement, to the extent provided in the Series Supplement. The Class
Initial Investor Interest of the Class B Certificates is $26,316,000. The Class
B Invested Amount on any Distribution Date will be an amount equal to the Class
B Initial Investor Interest minus the sum of (a) the aggregate amount of
payments of Certificate Principal paid to the Class B Certificateholders prior
to such Distribution Date, (b) the aggregate amount of Investor Losses for such
Class not reimbursed prior to such Distribution Date and (c) the aggregate
amount of losses of principal on investments in funds on deposit for the benefit
of such Class in the Series Principal Funding Account. In addition to the
Investor Certificates, a Seller Certificate has been issued pursuant to the
Pooling and Servicing Agreement which represents, at any time, the undivided
interest in the Trust not represented by the Investor Certificates or the
investor certificates of any other Series of investor certificates then
outstanding. Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Sellers may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series of investor certificates, which will
represent Fractional Undivided Interests in the Trust.


                                     A-2-4
<PAGE>

      During the Revolving Period, which begins on the Series Cut-Off Date, and
during the Accumulation Period, Certificate Interest will be distributed on the
15th day of each calendar month with respect to interest accrued during the
preceding Interest Accrual Period, commencing in March 2003, or if such 15th day
is not a Business Day, on the next succeeding Business Day (each, an "Interest
Payment Date"), to the Class B Certificateholders of record as of the last day
of the month preceding the related Interest Payment Date. Principal on the Class
B Certificates is scheduled to be paid in a single payment on the Distribution
Date in March 2008 (the "Class B Expected Final Payment Date"), but may be paid
sooner or later or in installments under certain circumstances. During the
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Master Servicer will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar month, commencing
in the month following the commencement of the Amortization Period; provided,
however, that no Certificate Principal will be distributed to the Class B
Certificateholders until the Class A Investor Interest has been reduced to zero.
The rights of the Class B Certificateholders to receive the distributions to
which they would otherwise be entitled on the Receivables will be subordinated
to the rights of the Class A Certificateholders and the Master Servicer to the
extent described in the Pooling and Servicing Agreement and Series Supplement.
In any event, the final payment of principal of either Class will be made no
later than the first Business Day following the Distribution Date in August 2010
(the "Series Termination Date").

      The amount to be distributed on each Distribution Date to the holder of
this Class B Certificate will be equal to the product of (a) the percentage
equivalent of a fraction, the numerator of which is the portion of the Class B
Initial Investor Interest evidenced by this Class B Certificate and the
denominator of which is the Class B Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class B Certificateholders on such
Distribution Date. Distributions with respect to this Class B Certificate will
be made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class B Certificate) without the
presentation or surrender of this Class B Certificate or the making of any
notation thereon, except that with respect to Class B Certificates registered in
the name of Cede & Co., the nominee registrant for The Depository Trust Company,
distributions will be made in the form of immediately available funds.

      This Class B Certificate does not represent an obligation of, or an
interest in, the Master Servicer. This Class B Certificate is limited in right
of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.

      The Pooling and Servicing Agreement permits, with certain exceptions, the
amendment and modification of the rights and obligations of the Master Servicer,
and the rights of Investor Certificateholders under the Pooling and Servicing
Agreement and Series Supplement, at any time by the Master Servicer, the Sellers
and the Trustee in certain cases (some of which require confirmation from the
Rating Agencies that such amendment will not result in the downgrading or
withdrawal of the rating assigned to the Investor Certificates) without the
consent of the Investor Certificateholders, and in all other cases with the
consent of the Investor Certificateholders owning Fractional Undivided Interests
aggregating not less than 66-2/3% of


                                     A-2-5
<PAGE>

the Class Invested Amount of each such affected Class (and with confirmation
from the Rating Agencies that such amendment will not result in the downgrading
or withdrawal of the rating assigned to the Investor Certificates); provided,
however, that no such amendment shall (a) have a material adverse effect on any
Class of Investor Certificateholders by reducing in any manner the amount of, or
delaying the timing of, distributions which are required to be made on any
Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Investor Certificateholder of
each affected Class then of record; and, provided, further, that the permitted
activities of the Trust may be significantly changed only with the consent of
the Holders of Investor Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Aggregate Invested Amount. Any such
amendment and any such consent by the Class B Certificateholder, including the
deemed consent described in the following sentence, shall be conclusive and
binding on such Class B Certificateholder and upon all future Holders of this
Class B Certificate and of any Class B Certificate issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this Class B
Certificate. The Class B Certificateholder, by acceptance of this Class B
Certificate, will be deemed to have consented for all purposes to any amendment
that any Seller determines is necessary or desirable for such Seller to maintain
or establish sale accounting treatment under then-applicable financial
accounting standards.

      The transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class B Certificateholder or such Class B Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.

      The transfer of this Investor Certificate is subject to certain
restrictions set forth in the Pooling and Servicing Agreement. In no event shall
this Investor Certificate, or any interest therein, be transferred to an
employee benefit plan, trust or account subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), and
not excepted under Section 4975(g). Any Holder of this Investor Certificate, by
its acceptance hereof, shall be deemed to represent and warrant that it is not
(i) an employee benefit plan (as defined in Section 3(3) of ERISA), that is
subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(l) of the
Code, and not excepted under Section 4975(g), or (iii) an entity using assets to
purchase such Certificates which constitute plan assets by reason of a plan's
investment in such Holder.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Class B Certificates are exchangeable for new
Class B Certificates evidencing like aggregate Fractional Undivided Interests,
as requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Master Servicer or Transfer Agent and Registrar may require payment of a sum


                                     A-2-6
<PAGE>

sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.

      The Master Servicer, the Trustee, the Paying Agent and the Transfer Agent,
and any agent of any of them, may treat the person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Master Servicer, the Trust nor the Trustee, the Paying Agent, the Transfer
Agent, nor any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described in the Pooling
and Servicing Agreement.

      Subject to certain conditions in the Pooling and Servicing Agreement and
the Series Supplement, if the principal of the Investor Certificates has not
been paid in full prior to the Series Termination Date, the obligations created
by the Pooling and Servicing Agreement and the Series Supplement with respect to
the Investor Certificates shall terminate on the Series Termination Date.


                                     A-2-7
<PAGE>

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

      This is one of the Class B Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.

                                          U.S. BANK NATIONAL ASSOCIATION, as
                                          Trustee


                                          By:___________________________________
                                                      Authorized Officer


                                     A-2-8
<PAGE>

                                    Exhibit B

             Form of Investor Certificateholders' Monthly Statement

                          Discover Card Master Trust I

                         Series 2003-2 Monthly Statement

Distribution Date: ________ __, ____               Month Ending: _______ __, ___

Pursuant to the Series Supplement dated as of February 18, 2003 relating to the
Pooling and Servicing Agreement dated as of October 1, 1993 by and between
Discover Bank and U.S. Bank National Association as Trustee, as amended, the
Trustee is required to prepare certain information each month regarding current
distributions to investors and the performance of the Trust. We have set forth
below this information for the Distribution Date listed above, as well as for
the calendar month ended on the date listed above.

1.    Payments to investors in Series 2003-2 on this Distribution Date (per
      $1,000 of Class Initial Investor Interest)

<TABLE>
<CAPTION>
                                  Total             Interest          Principal
<S>                          <C>                 <C>                <C>
      Series 2003-2
         Class A             $____________       $____________      $___________

         Class B             $____________       $____________      $___________
</TABLE>

2.    Principal Receivables at the end of [Month][Year]

<TABLE>
<S>                                                                 <C>
      (a)   Aggregate Investor Interest                             $___________

            Seller Interest                                         $___________

            TOTAL MASTER TRUST                                      $___________

      (b)   Group One Investor Interest                             $___________

      (c)   Series 2003-2 Investor Interest                         $___________

      (d)   Class A Investor Interest                               $___________

            Class B Investor Interest                               $___________
</TABLE>

3.    Allocation of Receivables collected during [Month][Year]

<TABLE>
<CAPTION>
                                                     Finance Charge    Principal        Yield Collections/
                                                     Collections       Collections      Additional Funds
<S>                                                  <C>               <C>              <C>
      (a)      Allocation of Collections between
               Investors and Seller

               Aggregate Investor Allocation         $____________     $___________     N/A

               Seller Allocation                     $____________     $___________     N/A

      (b)      Group One Allocation                  $____________     $___________     N/A

      (c)      Series 2003-2 Allocations             $____________     $___________     N/A

      (d)      Class A Allocations                   $____________     $___________     N/A

               Class B Allocations                   $____________     $___________     N/A
</TABLE>

<TABLE>
<S>                                                                                              <C>
      (e)      Principal Collections as a monthly percentage of Master Trust Receivables
               at the beginning of [Month][Year]                                                 ____________%

      (f)      Finance Charge Collections as a monthly percentage of Master Trust Receivables
               at the beginning of [Month][Year]                                                 ____________%
</TABLE>


                                      B-1
<PAGE>

<TABLE>
<S>                                                                                              <C>
      (g)      Total Collections as a monthly percentage of Master Trust Receivables
               at the beginning of [Month][Year]                                                 ____________%
</TABLE>

4.    Information concerning the Series Principal Funding Account ("SPFA")

<TABLE>
<CAPTION>
                        Deposits into the SPFA on     Deficit Amount on
                         this Distribution Date     this Distribution Date         SPFA Balance      Investment Income
<S>                     <C>                         <C>                            <C>               <C>
      Series 2003-2              $________                $________                  $________            $_________
</TABLE>

5.    Information concerning amount of Controlled Liquidation Payments

<TABLE>
<CAPTION>
                              Amount paid on this      Deficit Amount on this     Total Payments through this
                               Distribution Date          Distribution Date             Distribution Date
<S>                           <C>                      <C>                        <C>
      Series 2003-2
      Class A                         N/A                        N/A                           N/A
      Class B                         N/A                        N/A                           N/A
</TABLE>

6.    Information concerning the Series Interest Funding Accounts ("SIFA")

<TABLE>
<CAPTION>
                                     Deposits into the SIFA
                                    on this Distribution Date          SIFA Balance
<S>                                 <C>                                <C>
      Series 2003-2                       $_________
</TABLE>

7.    Investor Charged-Off Amount

<TABLE>
<CAPTION>
                                                  [Month][Year]              Cumulative Investor
                                                                             Charged-Off Amount
<S>                                               <C>                        <C>
      (a)   Group One                             $_________                 $_________

      (b)   Series 2003-2                         $_________                 $_________

      (c)   Class A                               $_________                 $_________

            Class B                               $_________                 $_________

      (d)   As an annualized percentage of
            Principal Receivables at the
            beginning of [Month][Year]            __________%                       N/A
</TABLE>

8.    Investor Losses for [Month][Year]

<TABLE>
<CAPTION>
                                                  Total                      per $1,000 of initial
                                                                             Investor Interest
<S>                                               <C>                        <C>
      (a)   Group One                             $_________                 $_________

      (b)   Series 2003-2                         $_________                 $_________

      (c)   Class A                               $_________                 $_________

            Class B                               $_________                 $_________
</TABLE>


                                      B-2
<PAGE>

9.    Reimbursement of Investor Losses for [Month][Year]

<TABLE>
<CAPTION>
                                                        Total                      per $1,000 of initial
                                                                                   Investor Interest
<S>                                                     <C>                        <C>
      (a)   Group  One                                  $_________                 $_________

      (b)   Series 2003-2                               $_________                 $_________

      (c)   Class A                                     $_________                 $_________

            Class B                                     $_________                 $_________
</TABLE>


10.   Aggregate amount of Unreimbursed Investor Losses for [Month][Year]

<TABLE>
<CAPTION>
                                                        Total                      per $1,000 of initial
                                                                                   Investor Interest
<S>                                                     <C>                        <C>
      (a)   Group One                                   $_________                 $_________

      (b)   Series 2003-2                               $_________                 $_________

      (c)   Class A                                     $_________                 $_________

            Class B                                     $_________                 $_________
</TABLE>

11.   Investor Monthly Servicing Fee payable on this Distribution Date

<TABLE>
<S>                                                     <C>                        <C>
      (a)   Group One                                   $_________

      (b)   Series 2003-2                               $_________                 $_________

      (c)   Class A                                     $_________                 $_________

            Class B                                     $_________                 $_________
</TABLE>

12.   Class Available Subordinated Amount at the end of the Distribution Date

<TABLE>
<CAPTION>
<S>                                                     <C>                        <C>
                                                                                   as a percentage of
                                                        Total                      Class A Invested Amount

      Series 2003-2 Class B                             $____________              ________ %
</TABLE>

13.   Total Available Credit Enhancement Amounts

<TABLE>
<CAPTION>
                                                        Shared Amount        Class B Amount

<S>                                                     <C>                  <C>
      (a)   Maximum Amount on this Distribution              N/A             $__________
            Date

      (b)   Available Amount on this Distribution            N/A             $__________
            Date

      (c)   Amount of Unreimbursed drawings on Credit
            Enhancement on this Distribution Date            N/A             $__________

      (d)   Credit Enhancement Fee on this
            Distribution Date                                N/A             $__________
</TABLE>


                                      B-3
<PAGE>

14.   Delinquency Summary

<TABLE>
<S>                                                                                <C>
      Master Trust Receivables Outstanding at the end of [Month][Year]             $_________
</TABLE>

<TABLE>
<CAPTION>
                                                        Delinquent Amount          Percentage of ending
      Payment Status                                    ending balance             Receivables outstanding
<S>                                                     <C>                        <C>
      30 - 59 days                                      $__________________        __________%

      60 - 179 days                                     $__________________        __________%
</TABLE>

15.   Excess Spread Percentages on this Distribution Date(1)

<TABLE>
<S>                                                     <C>
      (a)   Group One(2)                                __________%

      (b)   Series 2003-2(3)                            __________%
</TABLE>

16.   Net Charge-Offs on this Distribution Date

<TABLE>
<S>                                                                                <C>
      Charges-offs net of recoveries as an annualized percentage of Principal
      Receivables at the beginning of [Month][Year](4)                             __________%
</TABLE>


                                                 U.S. BANK NATIONAL ASSOCIATION,
                                                 as Trustee

                                                 By:____________________________

----------

(1)   Investors should refer only to the higher of the Group Excess Spread
      Percentage (Item 15(a)) and the Series Excess Spread Percentage (Item
      15(b)) in assessing the current performance of the Trust and the
      Receivables. If necessary, the Trust will use funds available from series
      or subseries with positive Series Excess Spreads to cover expenses (as
      detailed in note 3 below) for series or subseries, if any, with negative
      Series Excess Spreads. The Group Excess Spread Percentage reflects the
      aggregate amount of Series Excess Spread remaining after all Trust
      expenses for all series, including each subseries, have been paid or
      reimbursed, including expenses paid or reimbursed through such
      reallocations of Series Excess Spread. The Group Excess Spread Percentage
      expresses this amount as a percentage of the Aggregate Investor Interest
      in the Trust as of the beginning of the month.

(2)   Group Excess Spread is the sum of the Series Excess Spreads (as described
      below) for each series, including each subseries, in the Group. The Group
      Excess Spread Percentage is equal to the Group Excess Spread, multiplied
      by twelve, divided by the Series Investor Interests at the beginning of
      the period for each series, including each subseries, in the Group.

(3)   Series Excess Spread is the difference between (a) the sum of Finance
      Charge Collections, Yield Collections, Additional Funds and Investment
      Income for any Class of this Series (see Item 3(c)), and (b) the sum of
      (i) the monthly interest for this Series (see "Deposits into the SIFA on
      this Distribution Date" in Item 6), (ii) the monthly servicing fee for
      this Series (see Item 11(b)), (iii) the Investor Charged-Off Amount (see
      Item 7(b)), and (iv) the Credit Enhancement Fee (see Item 13(d)), in each
      case for this Distribution Date. [For purposes of determining Group Excess
      Spread, Series Excess Spread is the amount calculated as described above
      minus the amount of any payment by the Trust under the Trust's
      subordinated interest rate swap for this series.] The Series Excess Spread
      Percentage is equal to the Series Excess Spread, multiplied by twelve,
      divided by the Series Investor Interest for this Series at the beginning
      of the period.

(4)   For purposes of allocations to investors, recoveries are treated as
      Finance Charge Collections and are included as such in Item 3 above.


                                      B-4
<PAGE>

                                    Exhibit C

                  Form of Master Servicer's Monthly Certificate

                   Discover Card Master Trust I, Series 2003-2

                                   CREDIT CARD

                            PASS-THROUGH CERTIFICATES

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

The undersigned, a duly authorized representative of Discover Bank, formerly
Greenwood Trust Company, as Master Servicer pursuant to the Pooling and
Servicing Agreement dated as of October 1, 1993, as amended (the "Pooling and
Servicing Agreement"), and the Series Supplement, dated as of February 18, 2003
(the "Series Supplement") by and between Discover Bank and U.S. Bank National
Association as Trustee, does hereby certify as follows with respect to the
Series Supplement for the Discover Card Master Trust I, Series 2003-2
Certificates for the Distribution Date occurring on _______________:

<TABLE>
<S>                                                                      <C>
1.    Discover Bank is Master Servicer under the Pooling and
      Servicing Agreement.

2.    The undersigned is a Servicing Officer of Discover
      Bank as Master Servicer.

3     The aggregate amount of Collections processed during
      [month] [year] is equal to ................................        $_____

4.    The aggregate amount of Class A Principal Collections
      processed during [month] [year] is equal to ...............        $_____

5.    The aggregate amount of Class A Finance Charge
      Collections processed during [month] [year] is equal
      to ........................................................        $_____

6a.   The aggregate amount of Class A Principal Collections
      recharacterized as Series Yield Collections during
      [month] [year] is equal to ................................        $_____

6b.   The aggregate amount of Class A Additional Funds for
      this Distribution Date is equal to ........................        $_____

7.    The sum of all amounts payable to the Class A
      Certificateholders on the current Distribution Date is
      equal to ..................................................        $_____

8.    The aggregate amount of Class B Principal Collections
      processed during [month] [year] is equal to ...............        $_____
</TABLE>


                                       C-1
<PAGE>

<TABLE>
<S>                                                                      <C>
9.    The aggregate amount of Class B Finance Charge
      Collections processed during [month] [year] is equal to ...        $_____

10a.  The aggregate amount of Class B Principal Collections
      recharacterized as Series Yield Collections during
      [month] [year] is equal to ................................        $_____

10b.  The aggregate amount of Class B Additional Funds for
      this Distribution Date is equal to ........................        $_____

11.   The amount of drawings under the Credit Enhancement
      required to be made and not immediately reimbursed on
      the related Drawing Date pursuant to the Series
      Supplement:

      (a)   with respect to the Class B Required Amount
            Shortfall is equal to ...............................        $_____

      (b)   with respect to the Class B Cumulative Investor
            Charged-Off Amount is equal to ......................        $_____

      (c)   with respect to the Class B Investor Interest is
            equal to ............................................        $_____

12.   The sum of all amounts payable to the Class B
      Certificateholders on the current Distribution Date is
      equal to ..................................................        $_____

13.   Attached hereto is a true copy of the statement
      required to be delivered by the Master Servicer on the
      date of this Certificate to the Trustee pursuant to
      the section entitled Master Servicer's Monthly
      Certificate of the Series Supplement.
</TABLE>


                                      C-2
<PAGE>

      IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this ____ day of ____________, ____.

                                                DISCOVER BANK,
                                                  as Master Servicer


                                                By:_____________________________
                                                    Title:


                                      C-3