POOLING AND SERVICING AGREEMENT

Exhibit 4.1

SERIES 2008-3 SUPPLEMENT
Dated as of April 17, 2008

to

POOLING AND SERVICING AGREEMENT
Dated as of May 16, 1996,
as amended and restated as of January 1, 2006

$1,704,547,000

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

Series 2008-3

among

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC
as Transferors

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
as Servicer

and

THE BANK OF NEW YORK
as Trustee
on behalf of the Series 2008-3 Certificateholders

(Series 2008-3 Supplement)

TABLE OF CONTENTS

		Page
ARTICLE I Creation of the Series 2008-3 Certificates			1
Section 1.01. Designation			1
ARTICLE II Definitions			2
Section 2.01. Definitions			2
ARTICLE III Servicing Fee			14
Section 3.01. Servicing Compensation			14
ARTICLE IV Rights of Series 2008-3 Certificateholders and Allocation and Application of Collections			15
Section 4.01. Collections and Allocations			15
Section 4.02. Determination of Monthly Interest			17
Section 4.03. Principal Funding Account; Controlled Accumulation Period			18
Section 4.04. Required Amount			20
Section 4.05. Application of Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Principal Collections			21
Section 4.06. Defaulted Amounts; Investor Charge-Offs			23
Section 4.07. Excess Spread; Excess Finance Charge Collections			24
Section 4.08. Reallocated Principal Collections			25
Section 4.09. Excess Finance Charge Collections			25
Section 4.10. Reallocated Investor Finance Charge Collections			26
Section 4.11. Shared Principal Collections			27
Section 4.12. Reserve Account			27
Section 4.13. Investment Instructions			28
Section 4.14. Determination of LIBOR			29
ARTICLE V Distributions and Reports to Series 2008-3 Certificateholders			30
Section 5.01. Distributions			30
Section 5.02. Reports and Statements to Series 2008-3 Certificateholders			31
ARTICLE VI Pay-Out Events			31
Section 6.01. Pay-Out Events			31
ARTICLE VII Optional Repurchase; Series Termination			33
Section 7.01. Optional Repurchase			33
Section 7.02. Series Termination			33

(Series 2008-3 Supplement)

TABLE OF CONTENTS
(continued)

		Page
ARTICLE VIII Final Distributions			34
Section 8.01. Sale of Receivables or Certificateholders’ Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement			34
Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables pursuant to Section 9.01 of the Agreement			35
ARTICLE IX Miscellaneous Provisions			36
Section 9.01. Ratification of Agreement			36
Section 9.02. Counterparts			36
Section 9.03. Governing Law			36
Section 9.04. [Reserved]			36
Section 9.05. [Reserved]			36
Section 9.06. Uncertificated Securities			36
Section 9.07. Transfers of the Collateral Interest			36

(Series 2008-3 Supplement)

SERIES 2008-3 SUPPLEMENT, dated as of April 17, 2008 (the “ Supplement ”), among AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II, a Delaware corporation, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, a Delaware limited liability company, and AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC, a Delaware limited liability company, as Transferors, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a New York corporation, as Servicer, and THE BANK OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York, not in its individual capacity, but solely as Trustee.

          Pursuant to the Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and restated as of January 1, 2006 (as amended and restated and as otherwise amended and supplemented, the “ Agreement ”), among the Transferors, the Servicer and the Trustee, the AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST (the “ Trust ”) has been created. Section 6.03 of the Agreement provides that the Transferors may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates representing fractional undivided interests in the Trust. The Principal Terms of any new Series are to be set forth in a Supplement to the Agreement.

          Pursuant to this Supplement, the Transferors and the Trustee shall create a new Series of Investor Certificates and specify the Principal Terms thereof.

ARTICLE I

Creation of the Series 2008-3 Certificates

          Section 1.01. Designation .

          (a) There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and this Supplement to be known as “American Express Credit Account Master Trust, Series 2008-3.” The Series 2008-3 Certificates shall be issued in two Classes, the first of which shall be known as the “Class A Series 2008-3 Floating Rate Asset Backed Certificates” and the second of which shall be known as the “Class B Series 2008-3 Floating Rate Asset Backed Certificates.” In addition, there is hereby created a third Class of uncertificated interests in the Trust which shall be known as the “Collateral Interest, Series 2008-3” and which shall be deemed to be “Investor Certificates” for all purposes under the Agreement and this Supplement other than for purposes of the definition of the term “Tax Opinion” in Section 1.01 of the Agreement. The Collateral Interest shall be considered a Class of Series 2008-3 for all purposes of the Agreement and this Supplement, including for purposes of voting concerning the liquidation of the Trust pursuant to Section 9.01 of the Agreement. The Collateral Interest Holder shall be deemed to be the Series Enhancer for all purposes under the Agreement and this Supplement.

          (b) Series 2008-3 shall be included in Group II and shall be a Principal Sharing Series. Series 2008-3 shall be an Excess Allocation Series. Series 2008-3 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2008-3 shall be the May 2008 Distribution Date and the first Monthly Period shall begin on and include the Closing Date and end on and include April 24, 2008.

          (c) Except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates shall not be applicable to the Collateral Interest, and (ii) the

provisions of Section 3.07 of the Agreement shall not cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Transferors intend, and together with the Collateral Interest Holder, agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

ARTICLE II

Definitions

          Section 2.01. Definitions .

          (a) Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and the masculine as well as the feminine and neuter genders of such terms.

          “ Additional Interest ” means, with respect to any Distribution Date, the Class A Additional Interest, the Class B Additional Interest and the Collateral Additional Interest for such Distribution Date.

          “ Adjusted Invested Amount ” shall mean, with respect to any date of determination, an amount equal to the Invested Amount less the Principal Funding Account Balance on such date of determination.

          “ Assignee ” shall have the meaning specified in subsection 9.07(a).

          “ Available Principal Collections ” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the Principal Allocation Percentage of Series 2008-3 Allocable Principal Collections received during such Monthly Period minus (ii) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.08 are required to fund the Required Amount for the related Distribution Date, (b) any Shared Principal Collections with respect to other Series that are allocated to Series 2008-3 in accordance with Section 4.04 of the Agreement and Section 4.11 of this Supplement, and (c) any other amounts which pursuant to Section 4.05 or 4.07 of this Supplement are to be treated as Available Principal Collections with respect to the related Distribution Date.

          “ Available Reserve Account Amount ” shall mean, with respect to any Distribution Date, the lesser of (a) the amount on deposit in the Reserve Account on such date (before giving effect to any deposit to be made to the Reserve Account on such date) and (b) the Required Reserve Account Amount.

          “ Base Rate ” shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest (calculated as if the Class B Invested Amount equals the outstanding principal balance of the Class B Certificates), the Collateral Minimum Monthly Interest and the Monthly Servicing Fee with respect to the related Distribution Date and the denominator of which is the Invested Amount as of the last day of the preceding Monthly Period.

          “ Class A Additional Interest ” shall have the meaning specified in subsection 4.02(a).

          “ Class A Adjusted Invested Amount ” shall mean, with respect to any date of determination, an amount equal to the Class A Invested Amount less the Principal Funding Account Balance (but not in excess of the Class A Invested Amount) on such date.

          “ Class A Available Funds ” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) if such Monthly Period relates to a Distribution Date with respect to the Controlled Accumulation Period, the Class A Floating Percentage of Principal Funding Account Investment Proceeds, if any, with respect to such Distribution Date, (b) the Class A Floating Percentage of the Reallocated Investor Finance Charge Collections and (c) the amount of funds, if any, to be withdrawn from the Reserve Account which, pursuant to subsection 4.12(d), are required to be included in Class A Available Funds with respect to such Distribution Date.

          “ Class A Certificate Rate ” shall mean, for any Interest Accrual Period with respect to the Class A Certificates, a per annum rate equal to LIBOR plus 0.95%.

          “ Class A Certificateholder ” shall mean the Person in whose name a Class A Certificate is registered in the Certificate Register.

          “ Class A Certificates ” shall mean any one of the Certificates executed by the Transferors and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-l .

          “ Class A Floating Percentage ” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is equal to the Class A Adjusted Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Invested Amount as of such day; provided, however, that with respect to the first Monthly Period, the Class A Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Class A Initial Invested Amount and the denominator of which is the Initial Invested Amount.

          “ Class A Initial Invested Amount ” shall mean $1,500,000,000.

          “ Class A Interest Shortfall ” shall have the meaning specified in subsection 4.02(a).

          “ Class A Invested Amount ” shall mean, on any date of determination, an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) the excess, if any, of (i) the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over (ii) Class A Investor Charge-Offs reimbursed pursuant to subsection 4.07(b) prior to such date.

          “ Class A Investor Charge-Offs ” shall have the meaning specified in subsection 4.06(a).

          “ Class A Investor Default Amount ” shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the Investor Default Amount for such Distribution Date and (ii) the Class A Floating Percentage for such Monthly Period.

          “ Class A Monthly Interest ” shall have the meaning specified in subsection 4.02(a).

          “ Class A Principal Percentage ” shall mean, with respect to any Monthly Period (i) during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A Invested Amount as of the last day of the immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such day and (ii) during the Controlled Accumulation Period, the Early Amortization Period or any Partial Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A Invested Amount as of the close of business on the date on which the Revolving Period shall have terminated and the denominator of which is the Invested Amount as of the close of business on the date on which the Revolving Period shall have terminated; provided, however, that with respect to the first Monthly Period, the Class A Principal Percentage shall mean the percentage

equivalent of a fraction, the numerator of which is the Class A Initial Invested Amount and denominator of which is the Initial Invested Amount.

          “ Class A Required Amount ” shall have the meaning specified in subsection 4.04(a).

          “ Class A Servicing Fee ” shall have the meaning specified in Section 3.01.

          “ Class B Additional Interest ” shall have the meaning specified in subsection 4.02(b).

          “ Class B Adjusted Invested Amount ” shall mean, with respect to any date of determination, an amount equal to the Class B Invested Amount less the positive difference, if any, between the Principal Funding Account Balance and the Class A Invested Amount on such date.

          “ Class B Available Funds ” shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) the Class B Floating Percentage of the Reallocated Investor Finance Charge Collections and (b) if such Monthly Period relates to a Distribution Date with respect to the Controlled Accumulation Period, the Class B Floating Percentage of the Principal Funding Account Investment Proceeds, if any, with respect to such Distribution Date.

          “ Class B Certificate Rate ” shall mean, for any Interest Accrual Period with respect to the Class B Certificates, a per annum rate equal to LIBOR plus 3.50%; provided , however , that the Transferors may adjust the Class B Certificate Rate from time to time only upon the satisfaction of the Rate Adjustment Conditions.

          “ Class B Certificateholder ” shall mean the Person in whose name a Class B Certificate is registered in the Certificate Register.

          “ Class B Certificates ” shall mean any one of the Certificates executed by the Transferors and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2 .

          “ Class B Floating Percentage ” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is equal to the Class B Adjusted Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Invested Amount as of the close of business on such day; provided, however, that with respect to the first Monthly Period, the Class B Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Invested Amount and the denominator of which is the Initial Invested Amount.

          “ Class B Initial Invested Amount ” shall mean $93,751,000.

          “ Class B Interest Shortfall ” shall have the meaning specified in subsection 4.02(b).

          “ Class B Invested Amount ” shall mean, on any date of determination, an amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class B Certificateholders prior to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections that have resulted in a reduction in the Collateral Invested Amount pursuant to Section 4.08), minus (e) an amount equal to the amount by which the Class B Invested Amount has been reduced on all prior Distribution Dates pursuant to subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance Charge Collections allocated and available on all prior Distribution Dates pursuant to subsection 4.07(e) for the purpose of reimbursing amounts deducted pursuant to the foregoing

clauses (c), (d) and (e); provided, however, that the Class B Invested Amount may not be reduced below zero.

          “ Class B Investor Charge-Offs ” shall have the meaning specified in subsection 4.06(b).

          “ Class B Investor Default Amount ” shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the Investor Default Amount for such Distribution Date and (ii) the Class B Floating Percentage for such Monthly Period.

          “ Class B Monthly Interest ” shall have the meaning specified in subsection 4.02(b).

          “ Class B Principal Percentage ” shall mean, with respect to any Monthly Period, (i) during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Invested Amount as of the last day of the immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such day and (ii) during the Controlled Accumulation Period, the Early Amortization Period or any Partial Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Invested Amount as of the close of business on the date on which the Revolving Period shall have terminated and the denominator of which is the Invested Amount as of the close of business on the date on which the Revolving Period shall have terminated; provided, however, that with respect to the first Monthly Period, the Class B Principal Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Invested Amount and the denominator of which is the Initial Invested Amount.

          “ Class B Required Amount ” shall have the meaning set forth in subsection 4.04(b).

          “ Class B Servicing Fee ” shall have the meaning specified in Section 3.01.

          “ Closing Date ” shall mean April 17, 2008; provided that, for purposes of determining the date on which the first Monthly Period begins, the Closing Date shall be deemed to be the close of business on the last day of the seventh billing cycle applicable to the Accounts ending in March 2008.

          “ Collateral Additional Interest ” shall have the meaning specified in subsection 4.02(c).

          “ Collateral Available Funds ” shall mean with respect to any Distribution Date, the Collateral Floating Percentage of Reallocated Investor Finance Charge Collections with respect to the preceding Monthly Period.

          “ Collateral Charge-Offs ” shall have the meaning specified in subsection 4.06(c).

          “ Collateral Default Amount ” shall mean, with respect to any Distribution Date, the product of the Investor Default Amount for such Distribution Date and the Collateral Floating Percentage.

          “ Collateral Floating Percentage ” shall mean, with respect to any Distribution Date, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is equal to the Collateral Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is the Adjusted Invested Amount as of the close of business on such last day; provided, however, that with respect to the first Monthly Period, the Collateral Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Collateral Initial Invested Amount and the denominator of which is the Initial Invested Amount.

          “ Collateral Initial Invested Amount ” shall mean $110,796,000.

          “ Collateral Interest ” shall mean a fractional undivided interest in the Trust which shall consist of the right to receive, (i) to the extent necessary to make the required payments to the Collateral Interest Holder under this Supplement, the portion of Collections allocable thereto under the Agreement and this Supplement and funds on deposit in the Collection Account allocable thereto pursuant to the Agreement and this Supplement and (ii) amounts available for payment to the Collateral Interest Holder pursuant to subsections 4.07(k), 4.12(e), 4.12(f), 8.01(b), 8.02(a) and 8.02(b) or any other provision of this Supplement.

          “ Collateral Interest Holder ” shall mean the entity so designated in the Transfer Agreement.

          “ Collateral Interest Shortfall ” shall have the meaning specified in subsection 4.02(c).

          “ Collateral Invested Amount ” shall mean, when used with respect to any date, an amount equal to (a) the Collateral Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Collateral Interest Holder prior to such date, minus (c) the aggregate amount of Collateral Charge-Offs for all prior Distribution Dates pursuant to subsection 4.06(c), minus (d) the aggregate amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to Section 4.08 allocable to the Collateral Invested Amount, minus (e) an amount equal to the amount by which the Collateral Invested Amount has been reduced on all prior Distribution Dates pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and available on all prior Distribution Dates pursuant to subsection 4.07(i), for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Collateral Invested Amount may not be reduced below zero.

          “ Collateral Minimum Interest Rate ” shall mean the rate specified in the Transfer Agreement; provided that for purposes of this Supplement, such rate shall not exceed LIBOR plus 5.50% per annum.

          “ Collateral Minimum Monthly Interest ” shall have the meaning specified in subsection 4.02(c).

          “ Collateral Principal Percentage ” shall mean, with respect to any Monthly Period, (i) during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Collateral Invested Amount as of the last day of the immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such day and (ii) during the Controlled Accumulation Period, the Early Amortization Period or any Partial Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Collateral Invested Amount as of the close of business on the date on which the Revolving Period shall have terminated and the denominator of which is the Invested Amount as of the close of business on the date on which the Revolving Period shall have terminated; provided, however, that with respect to the first Monthly Period, the Collateral Principal Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Collateral Initial Invested Amount and the denominator of which is the Initial Invested Amount.

          “ Collateral Servicing Fee ” shall have the meaning set forth in Section 3.01.

          “ Controlled Accumulation Amount ” shall mean, for any Distribution Date with respect to the Controlled Accumulation Period, $132,812,583.34; provided, however, that, if the Controlled Accumulation Period Length is determined to be less than 12 months, the Controlled Accumulation Amount for each Distribution Date with respect to the Controlled Accumulation Period will be equal to (i) the product of (x) the sum of the Class A Initial Invested Amount and the Class B Initial Invested Amount and (y) the Controlled Accumulation Period Factor for the related Monthly Period divided by (ii) the Required Accumulation Factor Number.

          “ Controlled Accumulation Period ” shall mean, unless a Pay-Out Event shall have occurred prior thereto, the period commencing at the close of business on the last day of the December 2008 Monthly Period or such later date as is determined in accordance with subsection 4.03(c) and ending on the first to occur of (a) the commencement of the Early Amortization Period, (b) the payment in full of the Invested Amount and (c) the Expected Final Payment Date.

          “ Controlled Accumulation Period Factor ” shall mean, for each Monthly Period, a fraction, the numerator of which is equal to the sum of the series invested amounts as of the last day of the prior Monthly Period of all outstanding Series, and the denominator of which is equal to the sum (without duplication) of (a) the Series Invested Amount as of the last day of the prior Monthly Period, (b) the series invested amounts as of the last day of the prior Monthly Period of all outstanding Series (other than Series 2008-3) that are not expected to be in their revolving periods, and (c) the series invested amounts as of the last day of the prior Monthly Period of all other outstanding Series that are not Principal Sharing Series and are in their revolving periods.

          “ Controlled Accumulation Period Length ” has the meaning specified in subsection 4.03(c).

          “ Controlled Deposit Amount ” shall mean, for any Distribution Date with respect to the Controlled Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Distribution Date and any Deficit Controlled Accumulation Amount for the immediately preceding Distribution Date.

          “ Covered Amount ” shall mean, for any Distribution Date with respect to the Controlled Accumulation Period or the first Special Payment Date, if such Special Payment Date occurs prior to the date the Class A Invested Amount is paid in full, an amount equal to the sum of (x) with respect to the Class A Certificates, the product of (i) the Class A Certificate Rate, (ii) a fraction, the numerator of which is the actual number of days from and including the prior Distribution Date to but excluding the then current Distribution Date and the denominator of which is 360 and, (iii) the Principal Funding Account Balance, if any, as of the preceding Distribution Date that is allocable to the principal of the Class A Certificates and (y) with respect to the Class B Certificates, the product of (i) the Class B Certificate Rate, (ii) a fraction, the numerator of which is the actual number of days from and including the prior Distribution Date to but excluding the then current Distribution Date and the denominator of which is 360 and (iii) the Principal Funding Account Balance, if any, as of the preceding Distribution Date that is allocable to the principal of the Class B Certificates.

          “ Deficit Controlled Accumulation Amount ” shall mean (a) on the first Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation Amount for such Distribution Date over the amount deposited in the Principal Funding Account on such Distribution Date and (b) on each subsequent Distribution Date with respect to the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such subsequent Distribution Date over the amount deposited in the Principal Funding Account on such subsequent Distribution Date.

          “ Distribution Date ” shall mean May 15, 2008, and the 15th day of each calendar month thereafter, or if such 15th day is not a Business Day, the next succeeding Business Day.

          “ Early Amortization Period ” shall mean the period commencing at the close of business on the Business Day immediately preceding the day on which a Pay-Out Event with respect to Series 2008-3 is deemed to have occurred, and ending on the first to occur of (i) the payment in full of the Invested Amount or (ii) the Series 2008-3 Termination Date.

          “ Excess Finance Charge Collections ” shall mean collections of Finance Charge Receivables and certain other amounts allocable to the Certificateholders’ Interest of any Excess Allocation Series in excess of the amounts necessary to make required payments with respect to such series (including payments to the provider of any related Series Enhancement) that are payable out of collections of Finance Charge Receivables.

          “ Excess Spread ” shall mean, with respect to any Distribution Date, the sum of the amounts, if any, specified pursuant to subsections 4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution Date.

          “ Expected Final Payment Date ” shall mean the January 2010 Distribution Date.

          “ Finance Charge Shortfall ” shall have the meaning specified in Section 4.09.

          “ Floating Allocation Percentage ” shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Adjusted Invested Amount as of the last day of the preceding Monthly Period (or with respect to the first Monthly Period, the Initial Invested Amount) and the denominator of which is the product of (x) the Series 2008-3 Allocation Percentage with respect to such Monthly Period and (y) the sum of (i) the total amount of Principal Receivables in the Trust as of such day (or with respect to the first Monthly Period, the total amount of Principal Receivables in the Trust on the Closing Date) and (ii) the principal amount on deposit in the Special Funding Account as of such last day (or with respect to the first Monthly Period, as of the Closing Date); provided, however, that with respect to any Monthly Period in which an Addition Date for an Aggregate Addition or a Removal Date occurs the amount in (y)(i) above shall be (1) the aggregate amount of Principal Receivables in the Trust at the end of the day on the last day of the prior Monthly Period for the period from and including the first day of such Monthly Period to but excluding the related Addition Date or Removal Date and (2) the aggregate amount of Principal Receivables in the Trust at the end of the day on the related Addition Date or Removal Date for the period from and including the related Addition Date or Removal Date to and including the last day of such Monthly Period.

          “ Group II ” shall mean Series 2008-3 and each other Series specified in the related Supplement to be included in Group II.

          “ Group II Investor Additional Amounts ” shall mean, with respect to any Distribution Date, the sum of (a) Series 2008-3 Additional Amounts for such Distribution Date and (b) for all other Series included in Group II, the sum of (i) the aggregate net amount by which the Invested Amounts of such Series have been reduced as a result of investor charge-offs, subordination of principal collections and funding the investor default amounts in respect of any Class or Series Enhancement interests of such Series as of such Distribution Date and (ii) if the applicable Supplements so provide, the aggregate unpaid amount of interest at the applicable certificate rates that has accrued on the amounts described in the preceding clause (i) for such Distribution Date.

          “ Group II Investor Default Amount ” shall mean, with respect to any Distribution Date, the sum of (a) the Investor Default Amount for such Distribution Date and (b) the aggregate amount of the investor default amounts for all other Series included in Group II for such Distribution Date.

          “ Group II Investor Finance Charge Collections ” shall mean, with respect to any Distribution Date, the sum of (a) Investor Finance Charge Collections for such Distribution Date and (b) the aggregate amount of the investor finance charge collections for all other Series included in Group II for such Distribution Date.

          “ Group II Investor Monthly Fees ” shall mean with respect to any Distribution Date, the sum of (a) Series 2008-3 Monthly Fees for such Distribution Date and (b) the aggregate amount of the servicing fees, investor fees, fees payable to any Series Enhancer and any other similar fees, which are payable out of reallocated investor finance charge collections pursuant to the related Supplements, for all other Series included in Group II for such Distribution Date.

          “ Group II Investor Monthly Interest ” shall mean, with respect to any Distribution Date, the sum of (a) Series 2008-3 Monthly Interest for such Distribution Date and (b) the aggregate amount of monthly interest, including overdue monthly interest and interest on such overdue monthly interest, if such amounts are payable out of reallocated investor finance charge collections pursuant to the related Supplements, for all other Series included in Group II for such Distribution Date.

          “ Initial Invested Amount ” shall mean $1,704,547,000.

          “ Interest Accrual Period ” shall mean, with respect to any Distribution Date, the period (a) from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) and (b) to but excluding such Distribution Date.

          “ Invested Amount ” shall mean, as of any date of determination, an amount equal to the sum of (a) the Class A Invested Amount as of such date, (b) the Class B Invested Amount as of such date and (c) the Collateral Invested Amount as of such date.

          “ Investment Letter ” shall have the meaning specified in subsection 9.07(a).

          “ Investor Charge-Offs ” shall mean Class A Investor Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-Offs.

          “ Investor Default Amount ” shall mean, with respect to any Distribution Date, an amount equal to the product of (a) the Series 2008-3 Allocable Defaulted Amount for the related Monthly Period and (b) the Floating Allocation Percentage for such Monthly Period.

          “ Investor Finance Charge Collections ” shall mean with respect to any Distribution Date, an amount equal to the product of (a) the Floating Allocation Percentage for the related Monthly Period and (b) Series 2008-3 Allocable Finance Charge Collections deposited in the Collection Account for the related Monthly Period.

          “ LIBOR ” shall mean, for any Interest Accrual Period, a per annum interest rate determined by the Trustee for such Interest Accrual Period in accordance with the provisions of Section 4.14.

          “ LIBOR Determination Date ” shall mean April 15, 2008 for the period from and including the Closing Date to but excluding May 15, 2008, and for every other Interest Accrual Period, the second London Business Day prior to the commencement of such Interest Accrual Period.

          “ London Business Day ” shall mean any day on which dealings in deposits in United States dollars are transacted in the London interbank market.

          “ Monthly Interest ” means, with respect to any Distribution Date, the Class A Monthly Interest, the Class B Monthly Interest and the Collateral Minimum Monthly Interest for such Distribution Date.

          “ Monthly Receivables Percentage ” shall mean, for any day, the percentage equivalent of a fraction, the numerator of which is an amount equal to the sum of the aggregate amount of Principal Receivables outstanding in the Trust attributable to the Transferor or Account Owner with respect to which an Insolvency Event or a Transfer Restriction Event has occurred, and the denominator of which is an amount equal to the sum of the aggregate amount of Principal Receivables outstanding in the Trust, in each as of the last day of the immediately preceding Monthly Period.

          “ Monthly Servicing Fee ” shall have the meaning specified in subsection 3.01.

          “ Pay-Out Event ” shall mean any Pay-Out Event specified in Section 6.01.

          “ Permitted Assignee ” shall mean any Person who, if it were the Collateral Interest Holder or a holder of an interest in the Trust, as applicable, would not cause the Trust to be taxable as a publicly traded partnership for federal income tax purposes.

          “ Principal Allocation Percentage ” shall mean, with respect to any day during a Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is (a) during the Revolving Period, the Series Adjusted Invested Amount for Series 2008-3 as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Initial Invested Amount) and (b) during the Controlled Accumulation Period, the Early Amortization Period or any Partial Amortization Period, the Series Adjusted Invested Amount for Series 2008-3 as of the close of business on the date on which the Revolving Period shall have terminated and the denominator of which is the product of (x) the sum of (i) the total amount of Principal Receivables in the Trust as of the last day of the immediately preceding Monthly Period (or with respect to the first Monthly Period, the total amount of Principal Receivables in the Trust as of the Closing Date) and (ii) the principal amount on deposit in the Special Funding Account as of such last day (or with respect to the first Monthly Period, the Closing Date) and (y) the Series 2008-3 Allocation Percentage as of the last day of the immediately preceding Monthly Period; provided, however, that with respect to any Monthly Period in which an Addition Date for an Aggregate Addition or a Removal Date occurs the amount in (x)(i) above shall be (1) the aggregate amount of Principal Receivables in the Trust at the end of the day on the last day of the prior Monthly Period for the period from and including the first day of such Monthly Period to but excluding the related Addition Date or Removal Date and (2) the aggregate amount of Principal Receivables in the Trust at the end of the day on the related Addition Date or Removal Date for the period from and including the related Addition Date or Removal Date to and including the last day of such Monthly Period; and provided further, that if after the commencement of the Controlled Accumulation Period a Pay-Out Event occurs with respect to another Series that was designated in the Supplement therefor as a Series that is a “Paired Series” with respect to Series 2008-3, the Transferors may, by written notice delivered to the Trustee and the Servicer, designate a different numerator for the foregoing fraction, provided that (x) such numerator is not less than the Adjusted Invested Amount as of the last day of the revolving period for such Paired Series, (y) the Transferors shall have received written notice from each Rating Agency that the Rating Agency Condition has been satisfied with respect to such designation and shall have delivered copies of each such written notice to the Servicer and the Trustee and (z) each Transferor shall have delivered to the Trustee an Officer’s Certificate of such Transferor to the effect that, based on the facts known to such officer at such time, in the reasonable belief of such Transferor, such designation will not cause a Pay-Out Event or an event that, after the giving of notice or the lapse of time, would constitute a Pay-Out Event, to occur with respect to Series 2008-3.

          “ Principal Funding Account ” shall have the meaning specified in subsection 4.03(a)(i).

          “ Principal Funding Account Balance ” shall mean, with respect to any date of determination during the Controlled Accumulation Period, the principal amount, if any, on deposit in the Principal Funding Account on such date of determination.

          “ Principal Funding Account Investment Proceeds ” shall have the meaning specified in subsection 4.03(a)(ii).

          “ Principal Funding Account Investment Shortfall ” shall mean, with respect to each Distribution Date during the Controlled Accumulation Period, the amount, if any, by which the Principal Funding Account Investment Proceeds are less than the Covered Amount.

          “ Rate Adjustment Conditions ” shall mean, with respect to any modification of the Class B Certificate Rate by the Transferors, (i) the Transferors shall provide written notice to the Trustee of the modified Class B Certificate Rate no later than two Business Days prior to the date on which such modified rate is to become effective; (ii) the modified Class B Certificate Rate shall not exceed a per annum rate equal to LIBOR plus 3.50%, (iii) the Class B Certificate Rate shall not be modified more than two times during any Interest Accrual Period; (iv) the Transferors shall certify in the related notice that the modified Class B Certificate Rate is a fixed rate or a “qualified floating rate” (within the meaning of Treasury Regulations section 1.1275-5) otherwise meeting such relevant requirements as would cause the Class B Certificates to constitute variable rate debt instruments (within the meaning of Treasury Regulations section 1.1275-5, including without limitation paragraph (a)(4) thereof) and determined under procedures consistent with those applicable to reset bonds (as described in Treasury Regulations section 1.1275-5(f)) such that, in either case, the fair market value of the Class B Certificates will be the Class B Invested Amount; (v) the Transferors shall certify in the related notice that the Class B Certificates have not been previously sold by TRS or any of its Affiliates (including, without limitation, within the meaning of Affiliate, solely for purposes of this clause (v), any Person related to TRS within the meaning of sections 267(b) or 707(b)(1) of the Internal Revenue Code) to a Person who is not TRS or any of its Affiliates; (vi) the Transferors shall provide to the Trustee an Opinion of Counsel to the effect that such modification shall not adversely affect the status of the Class B Certificates as debt for federal income tax purposes; (vii) if the modified Class B Certificate Rate is a fixed rate or a rate based on an index other than LIBOR, the Transferors shall provide two days’ notice of such modified rate to the Rating Agencies; and (viii) if the modified Class B Certificate Rate is a fixed rate or a rate based on an index other than LIBOR, the Transferors shall certify in the related notice to the Trustee that the Rating Agencies have been notified pursuant to clause (vii) above.

          “ Reallocated Investor Finance Charge Collections ” shall mean that portion of Group II Investor Finance Charge Collections allocated to Series 2008-3 pursuant to Section 4.10.

          “ Reallocated Principal Collections ” shall mean, with respect to any Monthly Period, the product of (a) the Series 2008-3 Allocable Principal Collections deposited in the Collection Account for such Monthly Period and (b) the sum of the Class B Principal Percentage and the Collateral Principal Percentage.

          “ Reassignment Amount ” shall mean, with respect to any Distribution Date, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of (i) the Adjusted Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such Distribution Date and any Monthly Interest previously due but not distributed to the Series 2008-3 Certificateholders on a prior Distribution Date, plus (iii) the amount of Additional Interest, if any, for such Distribution Date and any Additional Interest previously due but not distributed to the Series 2008-3 Certificateholders on a prior Distribution Date.

          “ Reference Banks ” shall mean four major banks in the London interbank market selected by the Servicer.

          “ Required Accumulation Factor Number ” shall be equal to a fraction, rounded upwards to the nearest whole number, the numerator of which is one and the denominator of which is equal to the

lowest monthly principal payment rate on the Accounts, expressed as a decimal, for the three months preceding the date of such calculation.

          “ Required Amount ” shall mean, with respect to any Monthly Period, the sum of the Class A Required Amount and the Class B Required Amount.

          “ Required Reserve Account Amount ” shall mean, with respect to any Distribution Date on or after the Reserve Account Funding Date, an amount equal to (1) 0.50% of the Class A Invested Amount as of the preceding Distribution Date (after giving effect to all changes therein on such date) or (2) any other percentage (which may be 0%) of the Class A Invested Amount designated by the Transferors, provided that if such percentage is less than the percentage specified in clause (1) above, the Transferors shall have received the prior written consent of the Collateral Interest Holder and written notice from each Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such designation and shall have delivered copies of each such written notice to the Servicer and the Trustee.

          “ Reserve Account ” shall have the meaning specified in subsection 4.12(a).

          “ Reserve Account Funding Date ” shall mean the Distribution Date which occurs not later than the earliest of (a) the Distribution Date with respect to the Monthly Period that commences not later than three months prior to the Distribution Date with respect to the first Monthly Period in the Controlled Accumulation Period, (b) in the event that the average Excess Spread Percentage for any three consecutive Monthly Periods ending in the June 2008 Monthly Period or any Monthly Period thereafter is less than 2%, the Distribution Date with respect to such Monthly Period, (c) in the event that the average Excess Spread Percentage for any three consecutive Monthly Periods ending in the July 2008 Monthly Period or any Monthly Period thereafter is less than 3%, the Distribution Date with respect to such Monthly Period and (d) such earlier Distribution Date as the Transferors may determine by written notice to the Trustee and the Servicer. For this purpose, the “ Excess Spread Percentage ” for any Monthly Period shall be equal to the Series Adjusted Portfolio Yield for such Monthly Period minus the Base Rate for such Monthly Period.

          “ Reserve Account Surplus ” shall mean, as of any date of determination, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount.

          “ Reserve Draw Amount ” shall have the meaning specified in subsection 4.12(c).

          “ Reuters Screen LIBOR01 Page ” shall mean the display page currently designated as page LIBOR01 on the Reuters Screen (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

          “ Revolving Period ” shall mean the period beginning at the close of business on the Series Cut-Off Date and ending on the earlier of (a) the close of business on the day immediately preceding the day the Controlled Accumulation Period commences and (b) the close of business on the day immediately preceding the day the Early Amortization Period commences.

          “ Series Adjusted Portfolio Yield ” shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, (A) the numerator of which is equal to (a) Reallocated Investor Finance Charge Collections with respect to such Monthly Period, plus (b) the amount of any Principal Funding Account Investment Proceeds for the related Distribution Date, plus (c) provided that each Rating Agency has consented in writing to the inclusion thereof in calculating the Series Adjusted Portfolio Yield, any Excess Finance Charge Collections that are allocated to Series 2008-3 with respect to such Monthly Period, plus (d) the amount of funds, if any, withdrawn from the Reserve Account which

pursuant to subsection 4.12(d) are required to be deposited into the Collection Account and included as Class A Available Funds for the Distribution Date with respect to such Monthly Period, minus (e) the Investor Default Amount for the Distribution Date with respect to such Monthly Period, and (B) the denominator of which is the Invested Amount as of the last day of the preceding Monthly Period.

          “ Series Cut-Off Date ” shall mean the close of business on April 17, 2008.

          “ Series 2008-3 ” shall mean the Series of Certificates the terms of which are specified in this Supplement.

          “ Series 2008-3 Additional Amounts ” shall mean, with respect to any Distribution Date, the sum of the amounts determined pursuant to subsections 4.07(b), (e) and (i) for such Distribution Date.

          “ Series 2008-3 Allocable Defaulted Amount ” shall mean the Series Allocable Defaulted Amount with respect to Series 2008-3.

          “ Series 2008-3 Allocable Finance Charge Collections ” shall mean the Series Allocable Finance Charge Collections with respect to Series 2008-3.

          “ Series 2008-3 Allocable Principal Collections ” shall mean the Series Allocable Principal Collections with respect to Series 2008-3.

          “ Series 2008-3 Allocation Percentage ” shall mean the Series Allocation Percentage with respect to Series 2008-3.

          “ Series 2008-3 Certificate ” shall mean a Class A Certificate or a Class B Certificate or the Collateral Interest.

          “ Series 2008-3 Certificateholder ” shall mean a Class A Certificateholder or a Class B Certificateholder or the Collateral Interest Holder.

          “ Series 2008-3 Certificateholders’ Interest ” shall mean the Certificateholders’ Interest for Series 2008-3, including the Collateral Interest.

          “ Series 2008-3 Monthly Fees ” shall mean, with respect to any Distribution Date, the amount determined pursuant to subsections 4.05(a)(ii), (b)(ii) and (c)(i) and subsection 4.07(g).

          “ Series 2008-3 Monthly Interest ” shall mean the amounts determined pursuant to subsections 4.02(a), (b) and (c).

          “ Series 2008-3 Principal Shortfall ” shall have the meaning specified in Section 4.11.

          “ Series 2008-3 Termination Date ” shall mean the August 2012 Distribution Date.

          “ Series Invested Amount ” shall mean the Initial Invested Amount.

          “ Series Required Transferor Amount ” shall mean an amount equal to 7% of the Invested Amount.

          “ Servicing Base Amount ” shall have the meaning specified in Section 3.01.

          “ Servicing Fee Rate ” shall mean 2.0% per annum.

          “ Special Payment Date ” shall mean each Distribution Date with respect to the Early Amortization Period.

          “ Transfer ” shall have the meaning specified in subsection 9.07(a).

          “ Transfer Agreement ” shall mean the Transfer and Administration Agreement, dated as of April 17, 2008, among RFC II, RFC III and RFC IV, as transferors, TRS, as administrator, and the American Express Credit Account Secured Note Trust 2008-3, as issuer, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Transferor Percentage ” shall mean 100% minus (a) the Floating Allocation Percentage, when used at any time with respect to Finance Charge Receivables and Defaulted Receivables, or (b) the Principal Allocation Percentage, when used at any time with respect to Principal Receivables.

          (b) Notwithstanding anything to the contrary in this Supplement or the Agreement, the term “ Rating Agency ” shall mean, whenever used in this Supplement or the Agreement with respect to Series 2008-3, Moody’s and Standard & Poor’s. As used in this Supplement and in the Agreement with respect to Series 2008-3, “highest investment category” shall mean (i) in the case of Standard & Poor’s, AAA or A-1+, as applicable and (ii) in the case of Moody’s, Aaa or P-1, as applicable.

          (c) Each capitalized term defined herein shall relate to the Series 2008-3 Certificates and no other Series of Certificates issued by the Trust, unless the context otherwise requires. All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Agreement. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern.

          (d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Supplement shall refer to this Supplement as a whole and not to any particular provision of this Supplement; references to any Article, subsection, Section or Exhibit are references to Articles, subsections, Sections and Exhibits in or to this Supplement unless otherwise specified; and the term “including” means “including without limitation.”

ARTICLE III

Servicing Fee

          Section 3.01. Servicing Compensation . The share of the Servicing Fee allocable to the Series 2008-3 Certificateholders with respect to any Distribution Date (the “ Monthly Servicing Fee ”) shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the Adjusted Invested Amount as of the last day of the Monthly Period preceding such Distribution Date minus (ii) the product of the amount, if any, on deposit in the Special Funding Account as of the last day of the Monthly Period preceding such Distribution Date and the Series 2008-3 Allocation Percentage with respect to such Monthly Period (the amount calculated pursuant to this clause (b) is referred to as the “ Servicing Base Amount ”). The share of the Monthly Servicing Fee allocable to the Class A Certificateholders with respect to any Distribution Date (the “ Class A Servicing Fee ”) shall be equal to one-twelfth of the product of (a) the Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The share of the Monthly Servicing Fee allocable to the Class B Certificateholders with respect to any Distribution Date (the “ Class B Servicing Fee ”) shall be equal to one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The share of the Monthly Servicing Fee allocable to the Collateral Interest with respect to any Distribution Date (the “ Collateral Servicing Fee ”) shall be equal to one-twelfth of the product of the (a) Collateral Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base

Amount. The remainder of the Servicing Fee shall be paid by the Holders of the Transferor Certificates or the investor certificateholders of other Series (as provided in the related Supplements) and in no event shall the Trust, the Trustee or the Series 2008-3 Certificateholders be liable for the share of the Servicing Fee to be paid by the Holders of the Transferor Certificates or the investor certificateholders of any other Series. To the extent that the Class A Servicing Fee, the Class B Servicing Fee and the Collateral Servicing Fee are not paid in full pursuant to the preceding provisions of this Section 3.01, and Sections 4.05 and 4.07, they shall be paid by the Holders of the Transferor Certificates.

ARTICLE IV

Rights of Series 2008-3 Certificateholders and
Allocation and Application of Collections

          Section 4.01. Collections and Allocations .

          (a)  Allocations . Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables allocated to Series 2008-3 pursuant to Article IV of the Agreement (and, as described herein, Collections of Finance Charge Receivables reallocated from other Series in Group II) shall be allocated and distributed or reallocated as set forth in this Article.

          (b)  Payments to the Transferor . The Servicer shall on each Deposit Date withdraw from the Collection Account and pay to the Holders of the Transferor Certificates the following amounts:

     (i) an amount equal to the Transferor Percentage for the related Monthly Period of Series 2008-3 Allocable Finance Charge Collections to the extent such amount is deposited in the Collection Account; and

     (ii) an amount equal to the Transferor Percentage for the related Monthly Period of Series 2008-3 Allocable Principal Collections deposited in the Collection Account, if the Transferor Amount (determined after giving effect to any Principal Receivables transferred to the Trust on such Deposit Date) exceeds zero.

          The withdrawals to be made from the Collection Account pursuant to this subsection 4.01(b) do not apply to deposits into the Collection Account that do not represent Collections, including payment of the purchase price for the Certificateholders’ Interest pursuant to Section 2.06 or 10.01 of the Agreement, payment of the purchase price for the Series 2008-3 Certificateholders’ Interest pursuant to Section 7.01 of this Supplement and proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.01 or 12.02 of the Agreement.

          (c)  Allocations to the Series 2008-3 Certificateholders . The Servicer shall, prior to the close of business on each Deposit Date, allocate to the Series 2008-3 Certificateholders the following amounts as set forth below:

     (i) Allocations of Finance Charge Collections . The Servicer shall allocate to the Series 2008-3 Certificateholders and retain in the Collection Account for application as provided herein an amount equal to the product of (A) the Floating Allocation Percentage and (B) the Series 2008-3 Allocation Percentage and (C) the aggregate amount of Collections of Finance Charge Receivables deposited in the Collection Account on such Deposit Date.

     (ii) Allocations of Principal Collections . The Servicer shall allocate to the Series 2008-3 Certificateholders the following amounts as set forth below:

     (x) Allocations During the Revolving Period . During the Revolving Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2008-3 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 2008-3 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2008-3 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date shall be allocated to the Series 2008-3 Certificateholders and first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates; provided, however, that such amount to be paid to the Holders of the Transferor Certificates on any Deposit Date shall be paid to such Holders only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

     (y) Allocations During the Controlled Accumulation Period . During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2008-3 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 2008-3 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2008-3 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (the product specified in this clause (B) for any such date is hereinafter referred to as a “ Percentage Allocation ”) shall be allocated to the Series 2008-3 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount during the Controlled Accumulation Period for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

     (z) Allocations During the Early Amortization Period . During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 2008-3 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the

Collection Account on such Deposit Date, shall be allocated to the Series 2008-3 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 2008-3 Certificateholders, the remainder that has not been so deposited and allocated shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

          Section 4.02. Determination of Monthly Interest .

          (a) The amount of monthly interest (“ Class A Monthly Interest ”) distributable from the Collection Account with respect to the Class A Certificates on any Distribution Date shall be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the period from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the denominator of which is 360, (ii) the Class A Certificate Rate for such Distribution Date and (iii) the outstanding principal balance of the Class A Certificates as of close of business on the immediately preceding Record Date.

          On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the “ Class A Interest Shortfall ”), of (x) the Class A Monthly Interest for such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such Class A Monthly Interest on such Distribution Date. If the Class A Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class A Interest Shortfall is fully paid, an additional amount (“ Class A Additional Interest ”) equal to the product of (i) a fraction, the numerator of which is the actual number of days in the period from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the denominator of which is 360, (ii) the sum of (x) the Class A Certificate Rate and (y) 2.0% per annum and (iii) such Class A Interest Shortfall (or the portion thereof which has not been paid to the Class A Certificateholders) shall be payable as provided herein with respect to the Class A Certificates. Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or distributed to the Class A Certificateholders only to the extent permitted by applicable law.

          (b) The amount of monthly interest (“ Class B Monthly Interest ”) distributable from the Collection Account with respect to the Class B Certificates on any Distribution Date shall be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the period from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the denominator of which is 360, (ii) the Class B Certificate Rate for such Distribution Date and (iii) the Class B Invested Amount as of the close of business on the immediately preceding Record Date; provided , however , that in the event the Class B Certificate Rate has been modified (as described in the definition thereof) during the period from and including the preceding Distribution Date to but excluding such Distribution Date, the rate described in (ii) above shall reflect a weighted average rate calculated on the basis of the actual number of days each Class B Certificate Rate was in effect during such period and a year of 360 days.

          On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the “ Class B Interest Shortfall ”), of (x) the Class B Monthly Interest for such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such Class B Monthly Interest on such Distribution Date. If the Class B Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class B Interest Shortfall is fully paid, an additional amount (“ Class B Additional Interest ”) equal to the product of (i) a fraction, the numerator of which is the actual number of days in the period from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the denominator of which is 360, (ii) the sum of (x) the Class B Certificate Rate and (y) 2.0% per annum and (iii) such Class B Interest Shortfall (or the portion thereof which has not been paid to the Class B Certificateholders) shall be payable as provided herein with respect to the Class B Certificates. Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or distributed to the Class B Certificateholders only to the extent permitted by applicable law.

          (c) The amount of monthly interest (“ Collateral Minimum Monthly Interest ”) distributable from the Collection Account with respect to the Collateral Invested Amount on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the period from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date and the denominator of which is 360 and (B) the Collateral Minimum Interest Rate in effect with respect to the period from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date, and (ii) the Collateral Initial Invested Amount less the aggregate amount of principal payments distributed to the Collateral Interest Holder on all prior Distribution Dates; provided , however , that in the event the Collateral Minimum Interest Rate has been modified (as described in the definition thereof) during the period from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) such Distribution Date, the rate described in (i)(B) above shall reflect a weighted average rate calculated on the basis of the actual number of days each Collateral Minimum Interest Rate was in effect during such period and a year of 360 days.

          On the Determination Date preceding each Distribution Date, the Servicer shall determine an amount (the “ Collateral Interest Shortfall ”) equal to (x) the aggregate Collateral Minimum Monthly Interest for such Distribution Date minus (y) the aggregate amount of funds allocated and available to pay such Collateral Minimum Monthly Interest on such Distribution Date. If the Collateral Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Collateral Interest Shortfall is fully paid, an additional amount (“ Collateral Additional Interest ”) shall be payable as provided herein with respect to the Collateral Invested Amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the period from (and including) the immediately preceding Distribution Date to (but excluding) such Distribution Date and the denominator of which is 360 and (B) the Collateral Minimum Interest Rate in effect during the period from (and including) the immediately preceding Distribution Date to (but excluding) such Distribution Date, and (ii) such Collateral Interest Shortfall (or the portion thereof which has not been paid to the Collateral Interest Holder). Notwithstanding anything to the contrary herein, Collateral Additional Interest shall be payable or distributed to the Collateral Interest Holder only to the extent permitted by applicable law.

          Section 4.03. Principal Funding Account; Controlled Accumulation Period.

          (a) (i) The Servicer, for the benefit of the Series 2008-3 Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the “ Principal Funding Account ”), bearing a designation clearly indicating that the funds deposited therein

and the property credited thereto are held for the benefit of the Series 2008-3 Certificateholders. The Principal Funding Account shall initially be established with The Bank of New York.

               (ii) At the written direction of the Servicer, funds on deposit in the Principal Funding Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 2008-3 Certificateholders; provided that on each Distribution Date all interest and other investment income (net of losses and investment expenses) (“ Principal Funding Account Investment Proceeds ”) on funds on deposit therein shall be applied as set forth in paragraph (iii) below. Funds on deposit in the Principal Funding Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Distribution Date. Unless the Servicer directs otherwise, funds deposited in the Principal Funding Account on a Transfer Date (which immediately precedes a Distribution Date) upon the maturity of any Eligible Investments are not required to be invested overnight. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01 of the Agreement, the Trustee will not in any way be held liable by reason of any insufficiency in such Principal Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms.

               (iii) On each Distribution Date with respect to the Controlled Accumulation Period, the Servicer shall direct the Trustee in writing to withdraw from the Principal Funding Account and deposit into the Collection Account all Principal Funding Account Investment Proceeds then on deposit in the Principal Funding Account and such Principal Funding Account Investment Proceeds shall be treated as a portion of Class A Available Funds and Class B Available Funds.

               (iv) Reinvested interest and other investment income on funds deposited in the Principal Funding Account shall not be considered to be principal amounts on deposit therein for purposes of this Supplement.

          (b) (i) The Trustee shall possess all right, title and interest in all funds and property from time to time deposited in or credited to the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 2008-3 Certificateholders. If, at any time, the Principal Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Principal Funding Account meeting the conditions specified in paragraph (a)(i) above as an Eligible Deposit Account and shall transfer any cash or any investments to such new Principal Funding Account.

               (ii) Pursuant to the authority granted to the Servicer in subsection 3.01(b) of the Agreement, the Servicer shall have the power to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Principal Funding Account for the purposes of carrying out the Servicer’s or Trustee’s duties hereunder. Pursuant to the authority granted to the Paying Agent in Section 5.01 of this Supplement and Section 6.07 of the Agreement, the Paying Agent shall have the power to withdraw funds from the Principal Funding Account for the purpose of making distributions to the Series 2008-3 Certificateholders.

          (c) The Controlled Accumulation Period is scheduled to commence at the close of business on the last day of the December 2008 Monthly Period; provided, however, that if the Controlled Accumulation Period Length (which shall be determined as described below) is less than 12 months, the date on which the Controlled Accumulation Period actually commences will be delayed to the close of business on the last day of the month preceding the month that is the number of months prior to the Expected Final Payment Date at least equal to the Controlled Accumulation Period Length and, as a result, the number of Monthly Periods in the Controlled Accumulation Period will at least equal the Controlled Accumulation Period Length. On the Determination Date immediately preceding the December 2008 Distribution Date, and on each Determination Date thereafter that occurs prior to the Determination Date occurring in the Monthly Period in which the Controlled Accumulation Period commences, the Servicer will determine the “ Controlled Accumulation Period Length ” which will equal the number of months such that the sum of the Controlled Accumulation Period Factors for each month during such period will be equal to or greater than the Required Accumulation Factor Number; provided, however, that the Controlled Accumulation Period Length shall not be less than one month. Notwithstanding the foregoing, if the Controlled Accumulation Period Length shall have been determined to be less than 12 months and, after the date on which such determination is made, a Pay-Out Event or Reinvestment Event (as those terms are defined in the Supplement for such Series) shall occur with respect to any outstanding Principal Sharing Series other than Series 2008-3, the Controlled Accumulation Period will commence on the earlier of (i) the first day of the Monthly Period immediately succeeding the date that such Pay-Out Event or Reinvestment Event shall have occurred with respect to such Series and (ii) the date on which the Controlled Accumulation Period is then scheduled to commence.

          Section 4.04. Required Amount .

          (a) With respect to each Distribution Date, on the related Determination Date, the Servicer shall determine the amount (the “ Class A Required Amount ”), if any, by which (x) the sum of (i) Class A Monthly Interest for such Distribution Date, (ii) any Class A Monthly Interest previously due but not paid to the Class A Certificateholders on a prior Distribution Date, (iii) any Class A Additional Interest for such Distribution Date and (iv) any Class A Additional Interest previously due but not paid to the Class A Certificateholders on a prior Distribution Date, (v) if TRS or an Affiliate of TRS is no longer the Servicer, the Class A Servicing Fee for such Distribution Date, (vi) if TRS or an Affiliate of TRS is no longer the Servicer, any Class A Servicing Fee previously due but not paid to the Servicer, and (vii) the Class A Investor Default Amount, if any, for such Distribution Date exceeds (y) the Class A Available Funds. In the event that the difference between (x) the Class A Required Amount for such Distribution Date and (y) the amount of Excess Spread and Excess Finance Charge Collections applied with respect thereto pursuant to subsection 4.07(a) on such Distribution Date is greater than zero, the Servicer shall give written notice to the Transferors and the Trustee of such excess Class A Required Amount on the date of computation.

          (b) With respect to each Distribution Date, on the related Determination Date, the Servicer shall determine the amount (the “ Class B Required Amount ”), if any, equal to the sum of (x) the amount, if any, by which (A) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any Class B Monthly Interest previously due but not paid to the Class B Certificateholders, (iii) Class B Additional Interest, if any, for such Distribution Date, (iv) any Class B Additional Interest previously due but not paid to the Class B Certificateholders on a prior Distribution Date, (v) if TRS or an Affiliate of TRS is no longer the Servicer, the Class B Servicing Fee for such Distribution Date and (vi) if TRS or an Affiliate of TRS is no longer the Servicer, any Class B Servicing Fee previously due but not paid to the Servicer exceeds (B) the Class B Available Funds and (y) the Class B Investor Default Amount for such Distribution Date. In the event that the difference between (x) the Class B Required Amount for such Distribution Date and (y) the amount of Excess Spread and Excess Finance Charge Collections applied with respect thereto pursuant to subsection 4.07(d) on such Distribution Date is greater than zero, the

Servicer shall give written notice to the Transferors and the Trustee of such excess Class B Required Amount on the date of computation.

          Section 4.05. Application of Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Principal Collections . The Servicer shall apply, or shall cause the Trustee to apply by written instruction to the Trustee substantially in the form of Exhibit B , on each Distribution Date, Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Principal Collections on deposit in the Collection Account with respect to such Distribution Date to make the following distributions:

          (a) On each Distribution Date, an amount equal to the Class A Available Funds with respect to such Distribution Date will be distributed or deposited in the following priority:

     (i) an amount equal to Class A Monthly Interest for such Distribution Date, plus the amount of any Class A Monthly Interest previously due but not distributed to Class A Certificateholders on a prior Distribution Date, plus the amount of any Class A Additional Interest for such Distribution Date and any Class A Additional Interest previously due but not distributed to Class A Certificateholders on a prior Distribution Date, shall be distributed to the Paying Agent for payment to the Class A Certificateholders;

     (ii) if TRS or an Affiliate of TRS is no longer the Servicer, an amount equal to the Class A Servicing Fee for such Distribution Date, plus the amount of any Class A Servicing Fee previously due but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer;

     (iii) an amount equal to the Class A Investor Default Amount for such Distribution Date shall be treated as a portion of Available Principal Collections for such Distribution Date; and

     (iv) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed or deposited as set forth in Section 4.07.

          (b) On each Distribution Date, an amount equal to the Class B Available Funds with respect to such Distribution Date will be distributed or deposited in the following priority:

     (i) an amount equal to Class B Monthly Interest for such Distribution Date, plus the amount of any Class B Monthly Interest previously due but not d