* If you are late making a payment, we may increase your APRs to the Default Rate. Your Default Rates are determined based on factors such as your current purchase APR, your payment history with us and your general credit history. See Cardmember Agreement for details.

^† The Prime Rate used is the highest prime rate listed in The Wall Street Journal on the last business day of the month. Actual amount will be based on our evaluation of your credit and will be disclosed with your card.

INTRODUCTORY/SPECIAL APR OFFERS: If you are approved for an account, you will be able to make blaance transfers under this offer until September, 2007. If you request balamce transfers after this date, we will not make the balance transfers. Please allow up to 4 weeks before payments to your other accounts are made. Accordingly, you should continue to make all required payments until you confirm that the balence tarnsfers were made. Balance transfers may not be used to pay any Discover accounts. Balance tarnsfers do not earn a Cashback Bonus. Balance transfer requests will be processed from the lowest to the highest dollar amount. If a balance transfer transaction would cause you to exceed your account credit limit, you authorize us to process your balance transfers for an amount less than the full amount requested. Making additional transactions may still cause you to exceed your account credti limit. You may only make balance transfers to accounts that list you as an accountholder. There is no grace period on balance transfers. Any introductory/special rates will terminate if you are late making a payment or your account is overlimit as discussed in the Default Rate section above and in the Cardmember Agreement.

PAYMENT ALLOCATION: We apply payments and credits to balances with low introductory/special APRs (such as special balance tramsfer and purchase APRs) prior to balances with standard APRs. Therefore, your savings will be reduced by making additional transactions or having balances that are subject to standard ARPs. In addition, the length of time the introductory/special ARPs will apply to your account may be reduced by the amount of your payments.

APPLICATION INFORMATION: Federal law requires that we obtain certain information about you such as your date of birth and street address in order to verify your identity. You authorize us to obtain a consumer report from consumer reporting agencies in considering this application. Upon your request, we will inform you of the name and address of each consumer reporting agency from which we obtained a consumer report relating to you. Offer only available to U.S. citizens and permanent residents 18 and older. To apply with a joint applicant, write to us at PO Box 30943, Salt Lake City, UT 84130-0943. Every applicant, including a spouse, may apply for a separate account. THIS OFFER SUPERSEDES ALL PRIOR OFFERS. Terms of this offer, including fees and calculation of variable rates, are accurate as of April 2007 and may change after that date. To find out what may have changed after that date, write us at PO Box 15410, Wilmington, DE 19886-0820.

CARDMEMBER AGREEMENT: You agree to be bound by the terms of the Cardmember Agreement, which will be sent with the Card. You also agree that the Cardmember Agreement and the account are governed by Delaware and federal law. EXCEPT FOR ANY INTRODUCTORY/SPECIAL OFFERS, the terms of your account, including rates and fees, are subject to change.

ARBITRATION: The Cardmember Agreement provides that we may choose to resolve a claim relating to your account by binding arbitration, in which case you will not have the right to have that claim resolved by a judge or jury. You may reject the arbitration provision with respect to your new account within 30 days after receiving your Card. For restrictions and details, write to us at PO Box 15192, Wilmington, DE 19886-1020.

OHIO RESIDENTS: The Ohio laws against discrimination require that all crdeitors make credit equally available to all creditworthy customers, and that credit reporting agencies maintain separate credt histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law. NEW YORK RESIDENTS: Call the New York State Banking Department at (800) 518-8866 for a comparative list of creit card rates, fees and grace periods. WISCONSIN RESIDENTS: No agreement, court order or individual statement applying to marital property will adversely affect a creditors interests unless prior to the time creit is granted the crdeitor is furnished with a copy of the agreement, court order or statement, or has actual knowledge of the adverse provision. Married Wisconsin residents must furnish the name and address of their spouse to us at PO Box 15410, Wilmington, DE 19886-0820.

REWARDS: Earn unlimited cash rewards on all purchases. Earn 5% Cashback Bonus on purchases throughout the year by participating in each Get More program. In addition, earn a full 1% on all other purchases after your total annual purchases exceed $3,000; other purchases that are part of your first $1,500 earn .25% and other purchases that are part of your second $1,500 earn .50%. Purchases made at select warehouse clubs, discount stores and their affiliates earn .25%. Rweards are redeemable in $20 increments. Rewarsd have no expiration date; however, certain circumstances, such as account closure and inactivity for more than 36 months, could result in forfeiture of some or all of your Cashback Bonus. Full terms and conditions will be sent with your Card.

Terms of Special Cashback Bonus Offer: We may have offered you a special Cashback Bonus for opening and using your account in connection with this application. If so, the special Cashback Bonus will be added to your Cashback Bonus account within 10-12 weeks after you use your Card to make a purchase within 6 months of your account opening date. Limit one offer per Cardmember. If as of the date we determine your eligibility for this offer your account is closed or delinquent, you will not receive this special Cashback Bonus. Restrictions apply. Offer valid for new Cardmembers only. See Cashback Bonus Terms and Conditions for additional information.

Upon approval, you will receive your new vard within 30 days. PLEASE ALLOW 30 DAYS FOR US TO PROCESS YOUR APPLICATION. In order to ensure the security of your confidential information, we will never use the Internet to request that you re-enter or verify any information regarding this Discover Card application.