Terms Agreement for Discover Card Master Trust I Series 2003-2 Credit Card Pass-Through Certificates between Discover Bank and Underwriters

Summary

This agreement, dated January 31, 2003, is between Discover Bank and a group of underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale and purchase of two classes of Discover Card Master Trust I Series 2003-2 Credit Card Pass-Through Certificates, totaling $526,316,000. The agreement specifies the purchase price, interest rates, delivery date, and the allocation of certificates among the underwriters. It also states that any amendments must be in writing and that this document, along with the main agreement, represents the full understanding between the parties regarding this transaction.

EX-1.1 3 c74791exv1w1.txt TERMS AGREEMENT EXHIBIT 1.1 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: January 31, 2003 To: Discover Bank, as Seller under the Pooling and Servicing Agreement, as amended, dated as of October 1, 1993. Re: Underwriting Agreement dated January 15, 2002 Title of Securities: Discover Card Master Trust I, Series 2003-2 Floating Rate Class A Credit Card Pass-Through Certificates and Discover Card Master Trust I, Series 2003-2 3.85% Class B Credit Card Pass-Through Certificates. Initial Principal Amount of Certificates: $526,316,000 Series and Class Designation Schedule: Discover Card Master Trust I, Series 2003-2 $500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2003-2 $26,316,000 3.85% Class B Credit Card Pass-Through Certificates. Series Cut-Off Date: February 1, 2003

Aggregate outstanding balance of Receivables as of January 1, 2003: $35,871,381,619.62 Date of Series Supplement: February 18, 2003 Certificate Rate: Class A: One-month LIBOR plus 0.13% per annum; and Class B: 3.85% per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.775% of the aggregate principal amount of the Class A Certificates and 99.73608% of the aggregate principal amount of the Class B Certificates as of February 18, 2003. The Underwriters will offer the Certificates to the public at a price equal to 100% of the aggregate principal amount of the Class A Certificates and 99.98608% of the aggregate principal amount of the Class B Certificates. Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on February 18, 2003, or at such other time as may be agreed upon in writing. Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Series 2003-2 Certificates. This Terms Agreement may be amended only by written agreement of the parties hereto. Very truly yours, MORGAN STANLEY & CO. INCORPORATED As Representative of the Underwriters named in Schedule I hereto By:/s/ Sanjeev Khanna --------------------- Accepted: DISCOVER BANK By: /s/ Michael F. Rickert -------------------------- SCHEDULE I UNDERWRITERS $500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2003-2

$26,316,000 3.85% Class B Credit Card Pass-Through Certificates, Series 2003-2