TEXT-S&P rates Discover Card Execution Note Trust class B(2012-3)

OVERVIEW
-- Discover Card Execution Note Trust's class B(2012-3) note issuance is
an ABS securitization backed by undivided investor interest in Discover Card
Master Trust I's series 2007-CC collateral certificate, which, in turn, is
collateralized by receivables generated from designated Discover Card accounts.
-- We assigned our preliminary 'AA+ (sf)' rating to the class B(2012-3)
notes.
-- The preliminary 'AA+ (sf)' rating reflects our view of the
transaction's credit support, timely interest and principal payments, and
payment and legal structures, among other factors.

NEW YORK (Standard & Poor's) Nov. 12, 2012--Standard & Poor's Ratings Services
today assigned its preliminary 'AA+ (sf)' rating to Discover Card Execution
Note Trust's $250 million class B(2012-3) DiscoverSeries notes.

The note issuance is an asset-backed securities transaction backed by
undivided investor interest in Discover Card Master Trust I's series 2007-CC
collateral certificate, which, in turn, is collateralized by receivables
generated from designated Discover Card accounts.

The preliminary rating is based on information as of Nov. 12, 2012. Subsequent
information may result in the assignment of final ratings that differ from the
preliminary ratings.

The preliminary 'AA+ (sf)' rating reflects our view of:
-- The 19.0% credit support provided by the subordinated class B, C, and
D notes, which we believe is likely sufficient to withstand the simultaneous
stresses we apply to our 5.5%-7.5% base-case loss rate, 16.5%-18.5% base-case
payment rate, 15.0%-17.0% base-case yield, and 1.5%-3.5% purchase rate
assumptions for the notes. In addition, we used stressed excess spread and
note interest rate assumptions to assess whether, in our opinion, sufficient
credit support is available for the notes. All of the stress assumptions
outlined above are based on our current criteria and assumptions (for more
information, see "General Methodology And AssumptionsRELATED CRITERIA AND RESEARCH

Related Criteria
-- Counterparty Risk Framework Methodology And Assumptions, May 31, 2012
-- Revised Purchase And Payment Rate Assumptions For U.S. Credit Card
ABS, Sept. 14, 2011
-- Principles Of Credit Ratings, Feb. 16, 2011
-- Methodology: Credit Stability Criteria, May 3, 2010
-- General Methodology And Assumptions For Rating U.S. ABS Credit Card
Securitizations, April 19, 2010

Related Research
-- Presale: Discover Card Execution Note Trust - Class B(2012-3), Nov.
12, 2012
-- U.S. Economic Forecast: Long Time No See, Oct. 15, 2012
-- U.S. Credit Card Quality Index: Overall Improvements Are Expected To
Continue Throughout 2012, Oct. 1, 2012
-- Industry Economic And Ratings Outlook: U.S. Credit Card ABS
Fundamentals Remain Strong And Charge-Offs Are Low, Aug. 9, 2012
-- Global Structured Finance Scenario And Sensitivity Analysis: The
Effects Of The Top Five Macroeconomic Factors, Nov. 4, 2011
-- Discover Financial Services Inc., Oct. 18, 2011
-- Bulletin: Discover Financial Services Inc. Ratings Unchanged Following
First-Quarter Results, March 23, 2011
-- Ratings On 950 North America Structured Finance Tranches On Watch Neg
After Counterparty Criteria Update, Jan. 18, 2011