UNDERWRITING AGREEMENT

EXHIBIT 1.1

EXECUTION COPY

DISCOVER CARD MASTER TRUST I
Credit Card Pass-Through Certificates

Underwriting Agreement
(Standard Terms)

December 9, 2005

MORGAN STANLEY & CO. INCORPORATED
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

     Discover Bank (formerly Greenwood Trust Company) (“Discover”), as originator of Discover Card Master Trust I (the “Trust”), proposes, subject to the terms and conditions stated herein, to cause to be issued and sold from time to time Credit Card Pass-Through Certificates (the “Certificates”) in one or more series (each, a “Series”). The Certificates of each Series will consist of one or more Classes (each, a “Class”) of Certificates of such Series. Each Certificate will evidence a fractional, undivided percentage interest or beneficial interest in the Trust. The Certificates will be issued by the Trust pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended, and as supplemented by a Series Supplement relating to the specific Series of Certificates issued thereunder (the Amended and Restated Pooling and Servicing Agreement, as so supplemented, the “Pooling and Servicing Agreement”), between Discover as Master Servicer, Servicer and Seller and U.S. Bank National Association (formerly First Bank National Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National Association), as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement.

     Each offering of each Class of each Series of Certificates to which this Agreement applies (the “Securities”) made pursuant to the Registration Statement (as defined herein) will be made through you or through you and other underwriters for whom you are acting as representatives or through an underwriting syndicate managed by you. Whenever Discover determines to make such an offering of Securities to which this Agreement shall apply, Discover and one or more Underwriters (as defined herein) will enter into an agreement (the “Terms Agreement”) providing for the sale of the Securities to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters who execute the Terms Agreement and agree thereby to become obligated to purchase the Securities from Discover, or (iii) you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (in each case, the “Underwriters”). Such Terms Agreement shall specify the initial principal amount of the Securities to be issued and their terms not otherwise specified in this Agreement, the price at which such Securities are to be purchased by the Underwriters from Discover, the aggregate amount of Securities to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Securities are to be sold will be determined. The Terms Agreement shall be substantially in the form attached hereto. Each such offering of the Securities for which a Terms Agreement is entered into will be governed by this Agreement, as supplemented by the applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Securities.

     At or prior to the Time of Sale (as defined in the applicable Terms Agreement), Discover had prepared the Time of Sale Information (as defined in the applicable Terms Agreement). If, subsequent to the Time of Sale, it is determined that such information included

an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Securities, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions and is made available to purchasers at the time of entry into the last such new purchase contract (“ Corrective Information ”).

     1. Discover represents and warrants to, and agrees with you, as of the date hereof, and to each Underwriter named in the Terms Agreement as of the date thereof, that:

          (a) A registration statement on Form S-3 (Registration Statement No. 333-110560) including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), in the form heretofore delivered to you has been filed with the Securities and Exchange Commission (the “Commission”) (which may have included one or more preliminary prospectuses and prospectus supplements (each, a “Preliminary Prospectus”) meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus and prospectus supplement relating to the sale of the Securities offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus and prospectus supplement filed with the Commission pursuant to Rule 424(b) of the Act) are respectively referred to herein as the “Registration Statement,” the “Basic Prospectus” and the “Prospectus Supplement” and the Basic Prospectus together with the Prospectus Supplement relating to the Securities is hereinafter referred to as the “Prospectus”; the conditions of Rule 415 under the Act have been satisfied with respect to the

Registration Statement; and no other amendment to the Registration Statement will be filed which shall be reasonably disapproved by you promptly after reasonable notice thereof.

          (b) There is no request by the Commission for any further amendment of the Registration Statement or the Prospectus or for any additional information; the Commission has not issued any stop order suspending the effectiveness of the Registration Statement and Discover is not aware of any proceeding for that purpose having been instituted or threatened; and there has been no notification with respect to the suspension of the qualification for sale of the Certificates for sale in any jurisdiction or any proceeding for such purpose having been instituted or threatened.

          (c) As of the date of the Terms Agreement, when the Registration Statement became effective, when the Prospectus Supplement is first filed pursuant to Rule 424(b) under the Act, when any other amendment to the Registration Statement becomes effective, and when any supplement to the Prospectus Supplement is filed with the Commission, and at the Time of Delivery (as defined in Section 4), the Registration Statement and the Prospectus (i) conformed, and any amendments or supplements thereto will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Discover by an Underwriter through you expressly for use therein.

          (d) The Time of Sale Information, at the Time of Sale did not, and at the Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading; provided that Discover makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Discover in writing by such Underwriter through you expressly for use in such Time of Sale Information.

          (e) Upon payment therefor as provided herein and in the Terms Agreement, the Securities will have been duly and validly authorized and (assuming their due authentication by the Trustee) will have been duly and validly issued and will conform in all material respects to the description thereof in the Prospectus and will be entitled to the benefits of the Pooling and Servicing Agreement.

          (f) The issue and sale of the Securities and the compliance by Discover with all of the provisions of the Securities, the Pooling and Servicing Agreement, this Agreement and the Terms Agreement have been or will have been duly authorized by Discover by all necessary corporate action; and will not conflict with or result in any breach which would constitute a material default under, or, except as contemplated by the Pooling and Servicing Agreement, result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Discover or NOVUS Credit Services Inc. (“NOVUS”), material to Discover and NOVUS (whether or not consolidated) considered as a whole, pursuant to the terms of, any indenture, loan agreement or other agreement or instrument for borrowed money to which Discover or NOVUS is a party or by which Discover or NOVUS may be bound or to which any of the property or assets of Discover or NOVUS, material to Discover and NOVUS (whether or not consolidated) considered as a whole, is subject, nor will such action result in any material violation of the provisions of the Certificate of Incorporation or By-Laws of Discover or, to the best of Discover’s knowledge, any statute or any order, rule or regulation applicable to Discover of any court or any Federal, State or other regulatory authority or other governmental

body having jurisdiction over Discover, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Securities except as may be required under the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and securities laws of the various states and other jurisdictions which are applicable to the issue and sale of the Securities and except for the filing of any financing or continuation statement required to perfect or continue the Trust’s interest in the Receivables.

          (g) The Receivables conveyed by Discover to the Trust under the Pooling and Servicing Agreement had an aggregate outstanding balance determined as of the date stated in the Terms Agreement of not less than the amount set forth in the Terms Agreement; and

          (h) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Trust is not required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

     2. Subject to the terms and conditions herein set forth, Discover agrees to cause to be issued and sold to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from Discover, at the purchase price specified in the Terms Agreement, the principal amount of Securities set forth in the Terms Agreement.

     3. (a) From time to time, after the Registration Statement becomes effective, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

          (b) Each Underwriter severally represents and agrees that it will not offer or sell or deliver any of the Securities in any jurisdiction except under circumstances that will result in compliance with the applicable laws thereof, and without limiting the foregoing, each

Underwriter severally represents and agrees that (i) (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any certificates other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the certificates would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by the issuer; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement (a) to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any certificates in circumstances in which section 21(1) of the FSMA does not apply to the issuer or (b) to participate in a collective investment scheme (within the meaning of Section 238 of the FSMA) in circumstances in which Section 238(1) of the FSMA does not apply; (iii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to participate in a collective investment scheme (within the meaning of section 238 of the FSMA) in circumstances in which section 238(1) of the FSMA does not apply; (iv) it is a person of a kind described in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001; and (v) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the certificates in, from or otherwise involving the United Kingdom.

          (c) Each Underwriter, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(11) of the Act) with

respect to the Securities, transfer, deposit or otherwise convey any Securities into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Securities without the prior written consent of Discover.

     4. Securities to be purchased by each Underwriter hereunder and under the Terms Agreement shall be delivered by or on behalf of Discover to you for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price thereof in immediately available funds. Unless otherwise specified in the Terms Agreement, such delivery shall occur at the office of Latham & Watkins LLP, Chicago, Illinois or such other place as you and Discover may agree upon in writing. The time and date of such delivery shall be set forth in the Terms Agreement or at such other time and date as you and Discover may agree upon in writing, such time and date being herein called the “Time of Delivery.” Unless otherwise specified in the Terms Agreement, the Securities shall be represented by definitive certificates, registered in the name of Cede & Co., as nominee for The Depository Trust Company. Such definitive certificates will be made available for inspection at least twenty-four hours prior to the Time of Delivery at the office of the Trustee, U.S. Bank, 209 S. LaSalle Street, 3 ^rd Floor, Mail Code MK-IL-RY3B.

     5. Discover agrees with each of the Underwriters:

          (a) Immediately following the execution of each Terms Agreement, Discover will prepare a Prospectus Supplement setting forth the amount of Securities covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Securities are to be purchased by the Underwriters from Discover, either the initial public offering price or the method by which the price at which such Securities are to be sold will be determined, the selling concessions and allowances, if any, and such other information as

Discover deems appropriate in connection with the offering of such Securities, and Discover will not make any further amendment or any supplement to the Registration Statement or Prospectus without first having furnished you with a copy of the proposed form thereof and given you a reasonable opportunity to review the same; to advise you promptly after it receives notice of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and in the event of the issuance of any such stop order or of any such order preventing or suspending the use of such Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

          (b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith Discover shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

          (c) To furnish the Underwriters with copies of the Prospectus in such quantities as you may from time to time reasonably request, and if at any time the delivery of a Prospectus is required by law in connection with the offering or sale of the Securities, and if at

such time any event shall have occurred as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and to prepare and furnish without charge to each Underwriter and to any dealer in the Securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance and in case any Underwriter is required to deliver a Prospectus in connection with sales of any Securities at any time nine months or more after the effective date of the Registration Statement, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

          (d) To cause the Trust to make generally available to holders of the Securities, in accordance with Rule 158 under the Act or otherwise, as soon as practicable, but in any event not later than forty-five days after the end of the fourth full fiscal quarter (ninety days in the case of the last fiscal quarter in any fiscal