PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT

Servicing Agreement

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DILLARDS INC | GE CAPITAL CONSUMER CARD CO., | GENERAL ELECTRIC CAPITAL CORPORATION, | DILLARDS, INC. | DILLARD NATIONAL BANK

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Title: PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT
Governing Law: New York Date: 8/12/2004
Industry: Retail (Department and Discount) Law Firm: Simpson Thacher & Bartlett LLP Sector: Services

PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, Parties: dillards inc , ge capital consumer card co. , general electric capital corporation , dillards inc. , dillard national bank

Exhibit 2.1

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PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT

AMONG

GE CAPITAL CONSUMER CARD CO.,

GENERAL ELECTRIC CAPITAL CORPORATION,

DILLARDS, INC.

AND

DILLARD NATIONAL BANK

DATED AS OF AUGUST 7, 2004

===============================================================================

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS.........................................................1

SECTION 1.1 Definitions of Certain Terms.............................1

SECTION 1.2 Interpretation..........................................12

ARTICLE II PURCHASE, SALE AND ASSUMPTION.....................................13

SECTION 2.1 Purchase and Sale of Assets.............................13

SECTION 2.2 Assumption of Liabilities...............................13

SECTION 2.3 Excluded Liabilities....................................13

SECTION 2.4 Purchase Price; Purchase Price Adjustment...............13

SECTION 2.5 Allocation of Purchase Price............................14

SECTION 2.6 Third-Party Consents....................................14

ARTICLE III CLOSING; ASSIGNMENT..............................................15

SECTION 3.1 The Closing.............................................15

ARTICLE IV REPRESENTATIONS OF THE PARTIES....................................15

SECTION 4.1 Representations of the Parent and the Bank..............15

SECTION 4.2 Representations of the Purchaser........................20

SECTION 4.3 No Other Representations or Warranties..................23

ARTICLE V COVENANTS..........................................................23

SECTION 5.1 Conduct of Business.....................................23

SECTION 5.2 Certain Changes.........................................23

SECTION 5.3 Access and Confidentiality..............................24

SECTION 5.4 Reasonable Efforts; Other Filings.......................25

SECTION 5.5 Additional Instruments..................................26

SECTION 5.6 Non-Solicitation........................................26

SECTION 5.7 Credit Card Mark; Branding..............................26

SECTION 5.8 Notice to Cardholders...................................27

SECTION 5.9 Cooperation in Obtaining Approval and Consents..........27

SECTION 5.10 Post-Closing Access....................................27

SECTION 5.11 Cooperation in Litigation..............................28

SECTION 5.12 Preservation of and Access to Books and Records........28

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TABLE OF CONTENTS

(continued)

Page

SECTION 5.13 Bulk Sales Law.........................................28

SECTION 5.14 DAF....................................................29

SECTION 5.15 Interim Processing.....................................29

SECTION 5.16 Securitization Transfer Covenant.......................29

ARTICLE VI TAX AND EMPLOYEE MATTERS..........................................29

SECTION 6.1 Taxes...................................................29

SECTION 6.2 Employees...............................................30

SECTION 6.3 Certain Obligations of the Purchaser....................31

ARTICLE VII CONDITIONS.......................................................32

SECTION 7.1 Conditions to Each Party's Obligations to Effect

the Purchase and Assumption...........................32

SECTION 7.2 Conditions to Obligations of the Purchaser..............34

SECTION 7.3 Conditions to Obligations of the Parent and the Bank....35

ARTICLE VIII TERMINATION.....................................................35

SECTION 8.1 Termination.............................................35

SECTION 8.2 Effect of Termination...................................36

ARTICLE IX SURVIVAL; INDEMNIFICATION.........................................36

SECTION 9.1 Survival................................................36

SECTION 9.2 Indemnification by the Parent and the Bank..............36

SECTION 9.3 Indemnification by the Purchaser........................37

SECTION 9.4 Notice, Settlements and Other Matters...................37

ARTICLE X MISCELLANEOUS......................................................39

SECTION 10.1 Notices................................................39

SECTION 10.2 Expenses...............................................40

SECTION 10.3 Successors and Assigns.................................41

SECTION 10.4 Entire Agreement; Amendment; Waiver....................41

SECTION 10.5 Counterparts...........................................41

SECTION 10.6 Governing Law..........................................41

SECTION 10.7 Waiver of Jury Trial...................................41

SECTION 10.8 Severability...........................................42

<PAGE>

TABLE OF CONTENTS

(continued)

Page

SECTION 10.9 No Petition............................................42

SECTION 10.10 Public Announcement...................................42

SECTION 10.11 Third-Party Beneficiaries.............................42

SECTION 10.12 Post-Closing Amounts Received and Paid................42

SECTION 10.13 Further Assurances....................................42

SCHEDULES AND ANNEXES

Schedule A Contracts

Schedule B Form of Closing Statement

Schedule C Personal Property

Schedule D Securitization Documents

Schedule E Write-Off Policy

Schedule F Allocation of Purchase Price

Schedule G Non-Solicitation Schedule

Schedule H Third Party Consents Required for Closing

Schedule I Indemnification

Schedule J Interim Servicing

Annex A Form of Program Agreement

Annex B Form of Instrument of Assignment and Assumption

Annex C Form of Lease Agreement

Annex D Form of Required Amendments

Annex E Form of Securitization Transfer Agreement

iii

<PAGE>

PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT, dated as of August

7, 2004 (this "Agreement"), among Dillards, Inc., a Delaware corporation (the

"Parent"), Dillard National Bank, a national banking association (the "Bank"),

GE Capital Consumer Card Co., a federal savings bank (the "Purchaser"), and

General Electric Capital Corporation, a Delaware corporation (the "Purchaser

Parent").

RECITALS

WHEREAS, the Parent is, among other things, (i) engaged in the

business of selling merchandise through retail stores and by other means and

(ii) directly and indirectly through certain of its Subsidiaries, including

the Bank, engaged in the Business (as defined herein);

WHEREAS, the Dillard Credit Card Master Trust I was formed pursuant

to that certain Amended and Restated Pooling and Servicing Agreement, dated as

of June 28, 2000, as amended and/or supplemented through the date of this

Agreement and as it may be further amended and/or supplemented through the

Closing Date to the extent permitted by this Agreement, including all series

supplements thereto (the "Pooling and Servicing Agreement"), by and among

Dillard Asset Funding Company, a Delaware business trust ("DAF"), as

transferor, the Bank, as servicer, and JPMorgan Chase Bank, as trustee;

WHEREAS, pursuant to this Agreement, the Parent and the Bank desire

to sell to the Purchaser, and the Purchaser desires to purchase from the

Sellers (as defined below), the Acquired Assets (as defined below) used in the

Business pursuant to the terms contained and in the manner described herein;

WHEREAS, on the date hereof, the Parent and the Purchaser are

entering into a Program Agreement (the "Program Agreement") in the form

attached hereto as Annex A, to become effective as of the Closing under this

Agreement, that provides for, among other things, the issuance of Dillard

proprietary cards, the issuance of existing and new credit related products to

be developed with the Purchaser, the processing and servicing of the related

accounts, and the conduct of related marketing activities; and

WHEREAS, simultaneously with the Closing under this Agreement, the

Sellers, the Purchaser and certain of their respective Affiliates desire to

enter into other agreements in connection with the transactions contemplated

hereby.

NOW, THEREFORE, in consideration of the premises, and of the mutual

representations and agreements contained in this Agreement, the parties agree

as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions of Certain Terms. (a) In this Agreement, the

following terms are used with the meanings assigned below:

"Account" means, as of the Cut-Off Time, any account identified by

name and account number under which a purchase or credit transaction may

be or has been

<PAGE>

made by a Cardholder by means of a Credit Card, which is

recorded as an Account on the computer system of the Service Provider or

the Sellers' internal processing system, and for which an Account

Agreement is in effect as of the Closing Date, including any such account

that is a Written-Off Account.

"Account Agreement" means an agreement (including related

disclosure) between the Bank, Parent or its Affiliates and a Person or

Persons under which Accounts are established and pursuant to which Credit

Cards are issued to or on behalf of such Person or Persons, as such

agreement may be amended, modified or otherwise changed from time to time

(including pursuant to change of terms notices).

"Accrued Interest" means the aggregate amount of all finance charges

that were accrued and earned, but not posted on the Accounts as of the

Cut-Off Time.

"Acquired Assets" means all right, title and interest of the Sellers

in and to the following assets and properties, except to the extent they

constitute Excluded Assets:

(1) the Accounts and the Gross Receivables (other than

Securitization Receivables) accrued as of the Cut-Off Time related

to the Accounts;

(2) the applications for Accounts pending and solicitations for

Accounts outstanding;

(3) the Account Agreements, the Cardholder List and the Master

File;

(4) the Securitization Assets;

(5) the Assigned Contracts;

(6) the Books and Records;

(7) the Personal Property;

(8) the Credit Cards;

(9) rights, claims, credits, causes of action and rights of

set-off against third parties relating principally to the Business

or any Acquired Assets; and

(10) the Scoring Models.

"Action" means any claim, action, complaint, investigation,

petition, suit or other proceeding, whether civil, criminal or

administrative, in law or in equity, or before any arbitrator or

Governmental Authority.

"Affiliate" means, with respect to any Person, any other Person

directly or indirectly controlling, controlled by, or under common

control with such Person.

<PAGE>

"Ancillary Agreements" means the Program Agreement, the

Securitization Transfer Agreement, the Instrument of Assignment and

Assumption and the Lease Agreement.

"Applicable Order" means, with respect to any Person, a judgment,

injunction, writ, decree or order of any Governmental Authority, in each

case legally binding on that Person or on any of its property.

"Assigned Contracts" means the Contracts to the extent used in

connection with the Business other than the Securitizations (including

all Contracts listed on Schedule A), but excluding intercompany Contracts

between the Sellers and any of their Affiliates.

"Assumed Liabilities" means the following Liabilities of the Sellers

(other than Liabilities of the type described in clauses (1) through (5)

of the definition of Excluded Liabilities):

(1) all obligations to Cardholders from and after the Closing

Date in respect of Accounts to perform under Account Agreements,

including payment of credit balances as of the Cut-Off Time;

(2) all fees, normal operating assessments and other charges

relating to the Accounts that are incurred or accrue on or after the

Closing Date;

(3) all of the obligations of the Sellers, as servicer,

originator, transferor, or in any other capacity to the Master Trust

and under any Securitization Documents arising from the conduct of

the Purchaser or its designee after the Cut-Off Time, including all

obligations to accept reassignment of receivables pursuant to the

terms of the Pooling and Servicing Agreement;

(4) all obligations of the Sellers arising under the Assigned

Contracts from and after the Closing Date;

(5) all obligations related to the Employees and employee

benefit plans and programs to the extent set forth in Article VI;

and

(6) all Liabilities for Taxes relating to the Business or the

Acquired Assets to the extent set forth in Sections 6.1(d) and

6.1(e).

"Books and Records" means books, records, original documents, files

and papers maintained by or for the Sellers, whether in hard copy or

electronic format, including those relating to the Master Trust, in each

case to the extent within any Seller's control and/or possession and

principally used in the Business, other than any relating principally to

the Excluded Assets and other than Tax returns or Tax workpapers.

"Business" means the proprietary Credit Card business relating to

the Accounts, including the extension of credit to Cardholders, the

servicing of the Accounts (including servicing under the Pooling and

Servicing Agreement), billings, collections,

<PAGE>

processing of Account transactions and the administration of the Accounts

and Gross Receivables (including the Securitization Receivables).

"Business Day" means any day other than a Saturday, a Sunday or a

day on which banks located in Arizona, New York or Ohio generally are

required or authorized by law or executive order to close.

"Cardholder" means a Person or Persons (i) to whom a Credit Card is

or has been issued by the Bank and in whose name(s) an Account, in

connection with which the Credit Card may be used, has been established

pursuant to an Account Agreement or (ii) who is authorized to have a

Credit Card by a Person described in clause (i).

"Cardholder List" means a list of the names, addresses, telephone

numbers and, taxpayer identification numbers and social security numbers

of all Cardholders as of the Cut-Off Time if and to the extent within the

possession or control of the Parent or its Affiliates.

"Code" means the Internal Revenue Code of 1986.

"Constituent Documents" means the articles of association, articles

of incorporation, certificate of incorporation, by-laws and/or other

organizational documents, as appropriate, of any Person.

"Contract" means, with respect to any Person, any agreement,

undertaking, contract, indenture, deed of trust or other instrument,

document or agreement by which that Person, or any amount of its

properties, is bound and/or subject.

"Conversion Date" has the meaning assigned to such term in the

Program Agreement.

"Credit Card" means a proprietary card that may be used by the

related Cardholder to purchase goods and services at Parent or other

Persons authorized by Parent through open-end revolving credit, commonly

known as a credit, store or charge card.

"Cut-Off Time" means 11:59 PM Pacific time on the date immediately

preceding the Closing Date.

"Deductible Amount" has the meaning set forth on Schedule I.

"De Minimis Claim Amount" has the meaning set forth on Schedule I.

"Disclosure Schedule" means, with respect to the Sellers or the

Purchaser, a schedule delivered to the other party on or before the date

of this Agreement setting forth, among other things, items the disclosure

of which is required under this Agreement either in response to an

express disclosure requirement contained in a provision of this Agreement

or as an exception to one or more of the representations or covenants

contained in this Agreement; provided that the mere inclusion of an item

in a Disclosure Schedule as an exception to a representation will not be

considered an admission by the disclosing party that such item (or any

non-disclosed item or information of comparable or greater significance)

represents a material exception or fact, event or circumstance

<PAGE>

or that such item has had or is reasonably expected to result in a

Material Adverse Effect with respect to the disclosing party or the

Business.

"Eligible Receivables" means all Gross Receivables other than

receivables under Written-Off Accounts.

"Employees" means all full-time and part-time employees of the

Sellers or any of their Affiliates (whether or not on vacation, military

leave, sick leave, maternity leave, disability or other leave of absence)

who are employed principally in connection with the Business, other than

those excluded by mutual agreement of the parties hereto.

"Estimated Closing Statement" means a statement prepared by the

Sellers, substantially in the form of Schedule B, showing in reasonable

detail the calculation of the Estimated Purchase Price, based on data

available as of the close of business on the fifth Business Day preceding

the Closing Date.

"Estimated Purchase Price" means the amount payable by the Purchaser

on the Closing Date in accordance with the Estimated Closing Statement.

"Excluded Assets" means the assets of the Sellers and their

Affiliates not being acquired by the Purchaser hereunder, including the

following:

(1) cash and cash equivalents on hand and cash and cash

equivalents in bank accounts maintained by the Sellers or any of

their Affiliates other than in the Securitization Bank Accounts;

(2) insurance policies maintained by or for the benefit of the

Sellers and all claims accrued thereunder;

(3) Intellectual Property Rights other than rights to the

Cardholder List or the Master File;

(4) assets of any Seller or any of its Affiliates sold or

otherwise disposed of, or otherwise becoming no longer a part of the

Business, without violation of this Agreement during the period

prior to the Closing Date;

(5) assets relating to the Seller's employee benefit

agreements, plans or other arrangements, except as provided in

Article VI;

(6) rights, claims, credits, causes of action, or rights of

set-off against third parties not relating principally to the

conduct of the Business or the Acquired Assets or which relate

principally to an Excluded Liability;

(7) the national association charter of the Bank, and all

licenses, permits or other authorizations of any Governmental

Authorities held or used by the Sellers;

<PAGE>

(8) interests in real property (other than pursuant to the

Lease Agreement);

(9) personal property of the Sellers other than the Personal

Property;

(10) all right, title and interest of the Sellers in and to any

and all other assets and properties, of any kind whatsoever, that

are not principally used in the conduct of the Business as of the

Closing Date;

(11) all customer data relating to customers of the Sellers and

their Affiliates (whether or not duplicated in the Cardholder List,

the Master File and the Books and Records (all of which constitute

Acquired Assets));

(12) prepaid Taxes, Tax payments due from any of the Sellers'

Affiliates, and entitlements to refunds, credits, offsets or other

benefits for overpayment of Taxes relating to any period (or portion

thereof) prior to the Closing Date;

(13) Loan loss reserves; and

(14) Intercompany Contracts between the Sellers and any of

their Affiliates.

"Excluded Liabilities" means Liabilities of the Sellers (or any of

their respective predecessors), other than the Assumed Liabilities, of

any kind whatsoever, whether presently in existence or arising hereafter,

including:

(1) Except as provided in Sections 6.1(d) and (e), all

Liabilities for Taxes with respect to the Business, the Acquired

Assets or the Master Trust for any period (or portion thereof) prior

to the Closing Date;

(2) Liabilities that result from an act, or failure to act, by

any of the Sellers prior to the Closing Date that relate to any

claims by any current, former or putative employee of any of the

Sellers or any Employee, whether or not such claims are brought

prior to, on or after the Closing Date, and, except to the extent

provided in Article VI, Liabilities relating to employee benefits

(including any accrued vacation benefits) or compensation

arrangements existing prior to the Closing Date, including

Liabilities under any of the employee benefit agreements, plans or

other arrangements of the Sellers or in connection with workers

compensation or other medical claims made at any time against any of

the Sellers with respect to an illness or injury arising prior to

the Closing Date;

(3) the portion of any Liability principally related to an

Excluded Asset;

(4) any Liability of any Seller (or any of its Affiliates)

relating to or arising from the operation of the Business at or

prior to the Cut-Off Time or from

<PAGE>

any facts, circumstances or events existing or occurring at or prior

to the Cut-Off Time; and

(5) Liabilities related to the Variable Rate Certificates,

Series 1998-1 and 2002-1 (or the transaction documents entered into

in connection with the issuance thereof), each to be terminated in

accordance with Section 7.1(k).

"Federal Funds Rate" means the offered rate as reported in The

Wall Street Journal in the "Money Rates" section for reserves traded

among commercial banks for overnight use in amounts of one million

dollars or more or, if no such rate is published for a day, the rate

published for the preceding Business Day.

"Final Closing Statement" means a statement

prepared by the Purchaser, substantially in the form of Schedule B,

showing in reasonable detail the Purchaser's calculation of the

Purchase Price, based on the Accounts and the Acquired Assets as of

the Cut-Off Time.

"GAAP" means generally accepted accounting principles in the

United States.

"Governmental Authority" means any domestic or foreign

governmental, regulatory or self-regulatory authority, agency,

court, tribunal, commission or other governmental, regulatory or

self-regulatory entity exercising legislative, judicial, regulatory

or administrative functions.

"Gross Receivables" means all amounts owing (after deduction of

credit balances scheduled as of the Cut-Off Time and unapplied cash)

to the Sellers or to the Master Trust from Cardholders with respect

to Accounts (including outstanding loans, cash advances and other

extensions of credit; billed or posted but unbilled finance charges

and late charges; Accrued Interest; and any other fees, charges and

interest assessed on the Accounts) as of the Cut-Off Time (or,

solely with respect to the Estimated Closing Statement, as of the

close of business on the fifth Business Day preceding the Closing

Date).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements

Act of 1976.

"Indemnity Cap Amount" has the meaning set forth on Schedule I.

"Instrument of Assignment and Assumption" means the Instrument

of Assignment and Assumption in the form attached as Annex B, to be

entered into at Closing.

"Intellectual Property Right" means any intellectual property

right, including any trademark, service mark or other source

indicator, invention, patent, copyright, trade secret, know-how, and

any registration or application for registration of any of the

foregoing.

"Interim Servicing Amount" has the meaning set forth

on Schedule J.

"Knowledge" means, with respect to the Sellers, the actual

knowledge of the executive officers of the Parent and the Bank who

have managerial responsibility for

<PAGE>

conducting the Business and, with respect to the Purchaser, the

actual knowledge of the executive officers of the Purchaser and the

Purchaser Parent who have managerial responsibility for the relevant

area of the Purchaser's business or operations.

"Lease Agreement" means the Lease Agreement in the form

attached as Annex C, to be entered into at Closing, provided that

such Annex shall be amended to provide that the landlord shall

indemnify the tenant for pre-Closing environmental liabilities.

"Liability" means any debt, liability, commitment or

obligation, of any kind whatsoever, whether due or to become due,

known or unknown, accrued or fixed, absolute or contingent, or

otherwise.

"Lien" means, with respect to any property, any lien, security

interest, mortgage, pledge, charge or encumbrance relating to that

property, including the interest of a vendor or lessor under any

conditional sale agreement, capital lease or other title retention

agreement relating to such property.

"Master File" means the master file maintained by the Sellers

and the Service Provider with respect to the Accounts, including

identification and other customer data and Account information, the

names and addresses of Cardholders with respect to the Accounts and

any and all Account adjustments made by or on behalf of the Sellers.

"Master Trust" means the Dillard Credit Card Master Trust I.

"Material Adverse Effect" means:

(a) With respect to the Business, a material adverse change in,

or a material adverse effect upon, the results of operations or

financial condition of the Business, taken as a whole, excluding any

effect or change attributable to or resulting from (1) events,

conditions or occurrences in economic, business or financial

conditions generally affecting the credit card services, consumer

credit business, or banking industry, (2) financial market

conditions, including interest rates or changes therein, (3) changes

in laws, GAAP or regulatory accounting principles, (4) any action,

omission, change, effect, circumstance or condition contemplated by

this Agreement, or attributable to the signing and announcement of

this Agreement or the transactions contemplated by this Agreement

and the Ancillary Agreements or (5) any actions or omissions

required by the terms of this Agreement or the Ancillary Agreements;

and

(b) With respect to the Sellers or the Purchaser, a material

impairment of the ability of the relevant Person or Persons to

perform its or their material obligations under this Agreement.

"Permissible Liens" means (a) with respect to those Acquired

Assets that are Personal Property, restrictions or imperfections of

title that do not materially detract from the value or impair the

use of any Acquired Asset and (b) Liens for taxes,

<PAGE>

assessments and other governmental charges or levies not yet due or

which are being contested in good faith by appropriate action.

"Person" means any individual, corporation, business trust,

partnership, association, limited liability company

or similar organization, or any Governmental Authority.

"Personal Property" means the tangible assets listed on

Schedule C.

"Premium" means the amount designated as the premium on the

Final Closing Statement, determined in accordance with Schedule B.

"Previously Disclosed" means, with respect to the Seller or the

Purchaser, information set forth in a Disclosure Schedule, whether

in response to an express informational requirement or as an

exception to one or more representations or covenants.

"Purchase Price" means the purchase price payable in accordance

with the Final Closing Statement, as finally determined in

accordance with Section 2.4.

"Rating Agency Condition" has the meaning specified in the

Pooling and Servicing Agreement.

"Requirement of Law" means, with respect to any Person, any

law, ordinance, statute, treaty, rule or regulation or determination

of an arbitrator or of a Governmental Authority, in each case

binding on that Person or any material amount of its property.

"Required Amendments and Confirmations" means all amendments to

the Securitization Documents (in the form set forth on Annex D,

subject to changes required by any rating agency in connection with

the transactions contemplated by this Agreement) and the

satisfaction of all applicable Rating Agency Conditions and receipt

of all other consents required in order to consummate the

transactions contemplated hereby and by the Securitization Transfer

Agreement without violation of the terms of any Securitization

Document.

"Requisite Regulatory Approvals" means the consents,

registrations, approvals, permits or authorizations referred to in

clause (i) of Section 7.1(a).

"Residual Assets" means all of the assets relating to the

Master Trust that are owned by any Seller or any of their

Affiliates.

"Scoring Models" means the customer underwriting scorecard and

the customer behavioral scorecard developed on behalf of the Sellers

relating to the Accounts.

<PAGE>

"Securitization" means, generally, any transaction in which any

Person transferred loans, other debt instruments or interests

therein to a trust, either taking back or selling securities or

other similar interests evidencing the ownership of such trust.

"Securitization Assets" means the collective reference to (i)

the Transferor Certificate, as defined in the Securitization

Documents, and any other certificate or interest retained by DAF or

any other Affiliate of the Parent in the Master Trust; (ii) all

interests of the Sellers in the Securitization Bank Accounts; (iii)

all interests of the Sellers in and to the Securitization

Receivables; and (iv) all other rights and interests under each of

the Securitization Documents, including the Servicing Rights, all

other cash or proceeds, all other rights arising from certificated

or uncertificated securities and interests or rights purchased or

retained by a Seller in connection with a Securitization, including

repurchase options or similar rights arising in connection with a

Securitization.

"Securitization Assignment and Assumption" means the assignment

by the Sellers to the Purchaser (or, in the case of the Transferor

Interest, the Purchaser's Assignee) of the Sellers' rights and

interests in or relating to, and the assumption by the Purchaser of

the Sellers' obligations under or relating to, the Master Trust

pursuant to the Securitization Transfer Agreement.

"Securitization Bank Accounts" means any spread account,

reserve account, collection account, principal funding account or

other similar accounts created pursuant to the Securitization

Documents.

"Securitization Documents" means the Pooling and Servicing

Agreement and the other documents designated as such on

Schedule D.

"Securitization Receivables" means, as of any date, the Gross

Receivables that have been transferred to the Master Trust and that

have not been reassigned to the transferor under the Pooling and

Servicing Agreement.

"Securitization Transfer Agreement" means the Assignment and

Assumption Agreement dated as of the Closing Date among DAF, the

Purchaser, a special purpose entity that is an affiliate of the

Purchaser and the trustee of the Master Trust, in the form attached

hereto as Annex E.

"Sellers" means the Parent, the Bank and DAF.

"Service Provider" means any data processing service provider

used by the Sellers in connection with the Accounts.

"Servicing Rights" means all rights, privileges and benefits of

acting as servicer under the Pooling and Servicing Agreement or that

are incidental thereto including: (a) any and all rights to service

any Securitization Receivable; (b) all servicing fees or other

compensation payable to the servicer under the Pooling and Servicing

Agreement with respect to all periods after the Closing; and (c) any

late fees, investment income or similar payments or penalties with

respect to each Securitization Receivable payable to the servicer.

<PAGE>

"Special Excluded Liabilities" means any Excluded Liabilities

that result from an act, or failure to act, by any of the Sellers

prior to the Closing Date and (a) that relate to any Action by any

Cardholder brought on or after the Closing Date or (b) that arise

under any of the Securitization Documents prior to the Closing Date

and are asserted on or after the Closing Date.

"Special Representation" means any representation or warranty

set forth in Section 4.1(g) (except with respect to Personal

Property set forth on Schedule C).

"Subsidiary" means, with respect to any Person, any other

Person a majority of the outstanding voting securities of which

are owned directly or indirectly by such Person.

"Tax Return" means any return, declaration, report or similar

statement required to be filed with respect to any Taxes (including

any attached schedules) including any information return, claim for

refund, amended return and declaration of estimated Tax.

"Taxes" means (A) any income, alternative or add-on minimum

tax, gross receipts, sales, use, transfer, gains, ad valorem,

franchise, profits, license, withholding, payroll, employment,

excise, severance, stamp, occupation, premium, property,

environmental or windfall profit tax, custom, duty or other tax,

governmental fee or other like assessment or charge, together with

any interest or any penalty, addition to tax or additional amount

imposed by any Governmental Authority responsible for the imposition

of any such tax (domestic or foreign), and (B) any liability of the

Sellers for the payment of any amounts of the type described in

clause (A) above as a result of being a member of an affiliated,

consolidated, combined or unitary group for any period.

"Transferor Interest" has the meaning assigned to such term in

the Pooling and Servicing Agreement.

"Written-Off Accounts" means all Accounts that (i) have been

charged-off or written-off as of the Cut-Off Time or (ii) are

eligible for charge off or write-off as of the Cut-Off Time in

accordance with the write-off policy attached hereto as Schedule E.

(b) Each of the following terms is defined in the section of this

Agreement set forth opposite such term:

Term Section

---- -------

Agreement............................................. Preamble

Allocation Statement.................................. 2.5(a)

Bank.................................................. Preamble

Business.............................................. Recitals

Closing............................................... 3.1(a)

Closing Date.......................................... 3.1(a)

Confidentiality Agreement............................. 5.3(c)

Credit Card Marks..................................... 5.7

<PAGE>

DAF................................................... Recitals

DSSI.................................................. 5.15

Employee Notification Acts............................ 6.2(b)

Employee Plans........................................ 4.1(m)

Exchange Act.......................................... 4.1(e)

Indemnified Party..................................... 9.4(a)

Indemnifying Party.................................... 9.4(a)

Losses................................................ 9.2

Parent................................................ Preamble

Pooling and Servicing Agreement....................... Recitals

Program Agreement..................................... Recitals

Purchase and Assumption............................... 3.1(a)

Purchaser............................................. Preamble

Purchaser Benefit Plans............................... 6.2(a)

Purchaser Parent...................................... Preamble

Purchaser Severance Plan.............................. 6.3(d)

SEC................................................... 4.1(e)

SEC Documents......................................... 4.1(e)

Securities Act........................................ 4.1(e)

Transferred Employee.................................. 6.2(a)

Vacation Policy....................................... 6.3(f)

SECTION 1.2 Interpretation. (a) In this Agreement, unless the

context otherwise requires, references to:

(i) the Preamble or the Recitals, Sections, Annexes or Schedules

refer to the Preamble or a Recital or Section of, or Annex or Schedule

to, this Agreement;

(ii) any Contract (including this Agreement) refer to the Contract

as amended, modified, supplemented or replaced from time to time;

(iii) any statute or regulation refer to the statute or regulation

as amended, modified, supplemented or replaced from time to time (and, in

the case of statutes, include any rules and regulations promulgated under

the statute) and to any section of any statute or regulation include any

successor to the section;

(iv) any Governmental Authority include any successor to the

Governmental Authority; and

(v) this Agreement are to this Agreement, the Schedules, the

Disclosure Schedule and to the Annexes hereto.

(b) The table of contents and headings contained in this Agreement

are for reference purposes only and do not limit or otherwise affect any of

the provisions of this Agreement.

<PAGE>

in this Agreement, it will be deemed to be followed by the words "without

limitation."

(d) Unless the context otherwise requires, the word "or" when used

in this Agreement will be deemed to have the inclusive meaning represented by

the phrase "and/or."

(e) This Agreement is the product of negotiation by the parties

having the assistance of counsel and other advisers. It is the intention of

the parties that this Agreement not be construed more strictly with regard to

one party than with regard to the other.

ARTICLE II

PURCHASE, SALE AND ASSUMPTION

SECTION 2.1 Purchase and Sale of Assets. On the terms and subject to

the conditions of this Agreement at the time of the Closing and effective from

and after the Closing Date, the Sellers shall sell, convey and assign (or

cause their Subsidiaries to sell, convey and assign) to the Purchaser, free

and clear of all Liens, except Permissible Liens, the Acquired Assets, and the

Purchaser agrees to purchase all such Acquired Assets.

SECTION 2.2 Assumption of Liabilities. On the terms and subject to

the conditions of this Agreement from and after the Closing Date, the

Purchaser agrees to assume, pay, defend, discharge and perform as and when due

the Assumed Liabilities.

SECTION 2.3 Excluded Liabilities. Notwithstanding any provision in

this Agreement or any other writing to the contrary, the Purchaser is assuming

only the Assumed Liabilities and not any Excluded Liabilities. The Excluded

Liabilities will be retained by the Sellers.

SECTION 2.4 Purchase Price; Purchase Price Adjustment. (a) On the

second Business Day before the Closing, the Parent, on behalf of the Sellers,

will deliver to the Purchaser the Estimated Closing Statement reflecting the

Sellers' calculation of the Estimated Purchase Price to be paid by the

Purchaser at the Closing.

(b) Within sixty (60) Business Days after the Closing, Purchaser

will deliver to Parent the Final Closing Statement prepared based on the

information in the Master File and the other Acquired Assets as of the Cut-Off

Time and copies of the Master File as of the Cut-Off Time and all material

working papers relating to the Final Closing Statement.

Final Closing Statement, advise the Purchaser in writing and in reasonable

detail of any inaccuracies it believes were reflected in the Final Closing

Statement. In the event no such objection is delivered to the Purchaser within

such time period, the Final Closing Statement, as delivered to the Parent,

shall be final and binding upon the parties. In the event the Parent delivers

such an objection, the Sellers and the Purchaser shall attempt in good faith

to resolve their differences. In the event all differences are not resolved

within thirty (30) days following receipt of the Final Closing Statement by

the Parent, then the issues remaining unresolved shall be determined by an

independent public accountant mutually acceptable to the Parent and the

Purchaser (the "Accountant"). The Accountant shall resolve all disputed items

in accordance with the provisions of this Agreement. In making its

determination, the Accountant may only consider

<PAGE>

those items and amounts as to which the Purchaser and the Sellers have

disagreed within the time periods and the permitted grounds specified. The

Accountant's determination will be conclusive and binding on the Purchaser and

the Sellers absent manifest error. The fees of the Accountant will be shared

by the Purchaser and the Sellers in proportion to the relative differences

between their respective calculations of the Purchase Price and the amount

determined by the Accountant.

(d) If the Estimated Purchase Price exceeds the Purchase Price, then

the Parent, on behalf of the Sellers, shall, within five (5) Business Days

after the Purchase Price has been finally determined pursuant to Section

2.4(c), pay such excess to the Purchaser, together with interest on such

excess for the period from and including the Closing Date to but excluding the

date of such payment at a rate per annum equal to the Federal Funds Rate. If

the Estimated Purchase Price is less than the Purchase Price, then the

Purchaser shall, within five (5) Business Days after the Purchase Price has

been finally determined pursuant to Section 2.4(c), pay such deficiency to pay

to the Parent on behalf of the Sellers, together with interest on such

deficiency for the period from and including the Closing Date to but excluding

the date of such payment at a rate per annum equal to the Federal Funds Rate.

Each party to this Agreement will make available to the other parties, and to

the Accountant, its and its accountants work papers, schedules and other

supporting data as may be reasonably requested by such party to enable it to

verify the amounts set forth in the Final Closing Statement.

SECTION 2.5 Allocation of Purchase Price. (a) The Purchase Price

(including Assumed Liabilities) shall be allocated among the acquired assets

as set forth on Schedule F (the "Allocation Statement"), which will be

modified appropriately to take into account subsequent adjustments or

additional payments which are properly treated as purchase price for US

federal income Tax purposes.

(b) The Purchaser and the Sellers shall report the allocation of the

total consideration among the Acquired Assets in a manner consistent with the

Allocation Statement and shall act in accordance with the Allocation Statement

in the preparation and filing of all Tax Returns (including filing Form 8594

with their respective Federal income tax returns for the taxable year that

includes the Closing Date and any other forms or statements required by the

Code, Treasury regulations, the Internal Revenue Service or any applicable

state or local taxing authority) and in the course of any Tax audit, Tax

review or Tax litigation relating thereto; provided, however, that the Sellers

will not be obligated to litigate any challenge to such allocation of the

Purchase Price by a Governmental Authority and shall cooperate, at Purchaser's

expense, with Purchaser in litigating any such challenge.

any challenge by any Governmental Authority to any allocation made pursuant to

this Section 2.5 and shall to consult with and keep each other informed with

respect to the status of, and any discussion, proposal or submission with

respect to, such challenge.

SECTION 2.6 Third-Party Consents. (a) To the extent that any consent

needed to assign to the Purchaser any Assigned Contract has not been obtained

on or prior to the Closing Date, this Agreement and any document delivered

pursuant hereto will not constitute an assignment or attempted assignment

thereof if such assignment or attempted assignment would constitute a material

breach of such Assigned Contract or would give rise to a valid right of

<PAGE>

termination thereof. If any such third-party consent will not be obtained on

or prior to the Closing Date, then the parties will cooperate in entering into

alternative arrangements at the Closing pursuant to which the Purchaser would

obtain all of the benefits and assume all of the obligations under such

Assigned Contract.

(b) The Purchaser will, and the Parent and the Bank will and will

cause DAF to, use commercially reasonable efforts (which for purposes of this

Section 2.6 shall not require any payment of money by the Sellers or the

Purchaser, except as agreed between them in writing) to seek any required

consents to the assignment of the Assigned Contracts which have not been

obtained as of the Closing Date, and any required consents to the assignment

of the Assigned Contracts which have not been obtained as of the Closing Date,

and promptly upon receipt of such consents will effect such assignments.

ARTICLE III

CLOSING; ASSIGNMENT

SECTION 3.1 The Closing. (a) The closing (the "Closing") of the

purchase and sale of the Acquired Assets and assumption of the Assumed

Liabilities hereunder (collectively, the "Purchase and Assumption") will take

place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue,

New York, New York, on the second Business Day after the last of the

conditions set forth in Sections 7.1, 7.2 and 7.3 (other than conditions

relating solely to the delivery of documents to be dated the Closing Date) has

been satisfied or waived in accordance with the terms of this Agreement or at

such other date as the parties hereto jointly designate in writing (the

"Closing Date").

(b) At the Closing, the Purchaser will, and the Parent and the Bank

will and will cause DAF to deliver or cause to be delivered to each other

instruments of sale, assignment, transfer and conveyance of the Acquired

Assets and the Assumed Liabilities, respectively, in substantially the forms

set forth in Annexes B, C, D and E, as appropriate, and such other instruments

as are necessary or appropriate to reflect any alternative arrangements

described in Section 2.6, appropriately executed by the Sellers and the

Purchaser.

Price by initiating a wire transfer of immediately available funds (in U.S.

dollars) prior to 11:00 a.m. Eastern time on the Closing Date to an account or

accounts specified by the Parent at least one Business Day prior to the

Closing Date.

ARTICLE IV

REPRESENTATIONS OF THE PARTIES

SECTION 4.1 Representations of the Parent and the Bank. Except as

Previously Disclosed, the Parent and the Bank jointly and severally represent

to the Purchaser as follows:

(a) Existence and Authority. The Bank is a national banking

association, validly existing and in good standing under the laws of the

United States of America. Each other Seller is duly organized and validly

existing under its jurisdiction of organization. Each Seller has the requisite

power and authority to own the Acquired Assets and to carry on the Business as

<PAGE>

currently conducted, and is duly qualified to do business in each jurisdiction

where the ownership or operation of the Acquired Assets or the conduct of the

Business requires such qualification, except for any failure to have such

authority or be so qualified that would not reasonably be expected to have a

Material Adverse Effect on the Business or the Sellers.

(b) Authorization and Validity. Each Seller has the requisite

corporate power and authority to execute, deliver and perform its obligations

under this Agreement and each of the Ancillary Agreements to which it is a

party. Each of this Agreement and each Ancillary Agreement has been duly

authorized by each Seller party thereto. This Agreement has been duly executed

and delivered by each Seller and each Ancillary Agreement has been, or shall

have been at the Closing Date, duly executed and delivered by each Seller

party thereto. Assuming that this Agreement has been, and that the Ancillary

Agreements have been or will be on or prior to the Closing Date duly

authorized, executed and delivered by the Purchaser, this Agreement is, and

the Ancillary Agreements are or will be at the Closing Date, the legal, valid

and binding obligations of the Sellers party thereto, enforceable against such

Sellers in accordance with their respective terms, subject to applicable

bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and

other laws affecting creditors' rights generally and to general equitable

principles.

other filings are required to be made by the Sellers with, nor are any

consents, registrations, approvals, permits or authorizations required to be

obtained by the Sellers from, any Governmental Authority or any other third

party in connection with the execution, delivery or performance of this

Agreement and the Ancillary Agreements by the Sellers or the consummation by

them of the transactions contemplated by this Agreement or the Ancillary

Agreements, except for such notices, reports, filings, consents,

registrations, approvals, permits or authorizations the failure to obtain

which would not have a Material Adverse Effect on the Business or the Sellers.

(d) No Conflicts. The execution, delivery and performance by the

Sellers of this Agreement and the Ancillary Agreements do not, and (subject to

obtaining the Previously Disclosed governmental and third-party consents

referred to in Section 4.1(c)) the consummation of the transactions

contemplated by this Agreement and the Ancillary Agreements will not:

(i) Breach or violate the Constituent Documents of the

Sellers;

(ii) Breach or violate any Requirement of Law or

Applicable Order applicable to the Sellers;

(iii) Breach, violate or result in a default under the

terms, conditions or provisions of any Contract of any Seller,

or give any third party the right to terminate or cancel any

right of any Seller under any Contract of such Seller, or

accelerate the performance of its obligations thereunder, in

each case where such Contract relates to the Business or is

binding upon the Acquired Assets; or

(iv) Result in the creation of any Lien on any Acquired

Asset other than a Permissible Lien (with or without the giving

of notice or the lapse of time, or both);

<PAGE>

except in each case described in clause (ii), (iii) or (iv), for any breach,

violation, default, termination, cancellation, acceleration or Lien that would

not reasonably be expected to have a Material Adverse Effect on the Business

or the Sellers.

(e) SEC Reports. The Master Trust and DAF have each filed with the

Securities and Exchange Commission ("SEC") all forms, reports and other

documents (including all prospectuses and registration statements) required to

be filed by it with respect to all periods commencing on or after January 1,

2002 (the "SEC Documents"). As of their respective filing dates (or effective

dates, in the case of prospectuses and registration statements), the SEC

Documents complied in all material respects with the requirements of the

Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act

of 1934 (the "Exchange Act"), as applicable, and the rules and regulations of

the SEC promulgated thereunder, as modified by SEC staff no-action positions

relating to credit card securitizations.

(f) Absence of Certain Changes.

(i) Since December 31, 2003, the Business has been

conducted in the ordinary course and there has not been any

change in the financial condition or results of operations of

the Business that has had or would reasonably be expected to

have a Material Adverse Effect on the Business or the Sellers.

(ii) Set forth on Schedule E hereto is a true and complete

copy of the write-off policy of each of the Sellers as in

effect on March 1, 2004. Since March 1, 2004 (A) the Accounts

and Gross Receivables have been underwritten, established,

administered, serviced, collected, terminated and charged-off

in the ordinary course consistent with Sellers' past practice,

and (B) Sellers have not materially amended, modified or

supplemented or otherwise made any material changes to the

policies and procedures as in effect on such date.

(iii) As of the date hereof, there has been no early

amortization event or payout event under the Securitization

Documents (or any event which, with notice of time or lapse of

time or both, would constitute an early amortization event or

payout event).

(g) Title to Properties; Encumbrances. A Seller has good title to or

a valid leasehold interest in, or is licensed or otherwise entitled to use,

all of the Acquired Assets (other than the Accounts, to which Section 4.1(l)

is applicable), free and clear of all Liens other than Permissible Liens.

(h) Litigation. There are no Actions pending in arbitration or

before any Governmental Authority, against a Seller in connection with the

Business or any Acquired Asset, or to the Sellers' Knowledge, threatened

against any of the Sellers with respect to the Business or Acquired Assets, in

each case that would reasonably be expected to have a Material Adverse Effect

on the Business or the Sellers.

(i) Contracts. Except to the extent that any of the following would

not have a Material Adverse Effect on the Business or the Sellers, each

Assigned Contract is a valid, legally

<PAGE>

binding agreement of the Seller party thereto and neither such Seller nor, to

the Sellers' Knowledge, any other party thereto is in default under the terms

of any such Contract. Schedule A sets forth a complete list of all material

Contracts primarily related to the Business or the Acquired Assets (other than

the Securitization Documents)

(j) Books and Records. All Books and Records of the Sellers relating

to the Business, including personnel files of any Transferred Employee of the

Sellers and the Business, have been maintained accurately and in accordance

with GAAP (where applicable) and with all Requirements of Law applicable to

the Sellers and the Business, except for any instances of inaccuracy or

noncompliance that would not reasonably be expected to have a Material Adverse

Effect on the Business or the Sellers.

(k) Compliance with Laws. Except to the extent that the following

would not reasonably be expected to have a Material Adverse Effect on the

Business or the Sellers:

(i) the Sellers are in compliance with all Requirements of

Law relating to the Business and the Acquired Assets; and

(ii) the Sellers are not subject to any capital plan or

supervisory agreement, order or memorandum between any of them

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