Tell us whether you gave up your right to receive interest income on the loans exchanged, and if so, whether any loss was recorded upon the exchange. If no loss was recorded upon the exchange, tell us why not, and as part of your response tell us how the guidance in ASC 835-30 (APB 21) was considered.

Beneficial interests in the credit card trust are divided into the seller’s interest and the investors’ interest, each of which represents an undivided interest in the Trust’s loans. The seller’s interest is not certificated and is recorded within “Loans and Leases” on the Corporation’s balance sheet. All Trust collections are divided between the seller’s and investors’ interests based on their relative percentage ownership of the Trust. The investors’ interest is then tranched into different classes of securities, some of which are owned by the Corporation. The residual interest is owned entirely by the Corporation. The Class D securities (collectively the “Class D”) exist to support the Class A, B, and C notes. It matures and pays down to the extent that the aggregate principal amount of the more senior trust securities decreases, and will completely amortize when all the more senior trust securities have matured.

The issuance of the Class D was effected through the transfer of, and certification into security form of, a portion of the Corporation’s seller’s interest. Upon this transfer, the Corporation has given up neither its right to the interest income nor the principal on the Trust’s loans allocable to that portion of the seller’s interest that is now the Class D; rather, the Corporation’s right to that interest income as well as the principal on the Trust’s loans has become subordinated to all other investors’ interests.

Although there was a transfer of financial assets, a sale was not recognized by the Corporation as the sale criteria of Accounting Standards Codification (“ASC”) 860-10-40-5 (paragraph 9 of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS 140”)), was not met. The Corporation did not receive any proceeds in the exchange other than a beneficial interest in the financial assets transferred (i.e., the Class D). No gain or loss was recorded upon the exchange in accordance with ASC 860-10-55-44 (paragraph 79 of SFAS 140).

Tell us the effective interest rate you are using to measure the Class D security for impairment. To the extent that you are using an interest rate of zero, tell us why this is appropriate.

In evaluating the Class D for impairment, fair value of the Class D is calculated by discounting the expected future cash flows to be received through the maturity date of the Class D (“discounted cash flow approach”). At June 30, 2009, an effective interest rate of 19% was utilized in the fair value calculation. We believe that this rate is a reasonable proxy of what a market participant would require for a comparable security with a similar risk profile.

Because the fair value of the Class D is less than its amortized cost basis, we assess the security on at least a quarterly basis to determine whether it is other than temporarily impaired. At June 30, 2009, we concluded an other-than-temporary impairment did not exist based on evaluation of impairment guidance in ASC 320-10-35 (FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments). Specifically, since we had no intent to sell the Class D, we determined that we would not be required to sell the security before the recovery of its amortized cost basis and because there had been no decrease in the cash flows expected to be collected (e.g., we expect to collect all amounts due according to the contractual terms of the security), we concluded that an other-than-temporary impairment did not exist related to the Class D.

Tell us why the fair value of the Class D security was so much less than the carrying amount of the security.

Tell us the terms of the loans transferred to the trust under the discount option and tell us whether there was anything else you received in the exchange.

Tell us how the rights to the cash flows under the “discount receivables” compare to the loan cash flows transferred to the trust.

There are two types of cash flows in the Trust resulting from collections on finance charge receivables¹ and on principal receivables². The election of the discount option results in the subordination of the portion of the seller’s interest cash flows designated from the principal receivables so that those cash flows will be treated as finance charge collections and available to pay obligations of the finance charge waterfall in the month collected. Accordingly, the rights to the cash flows under the discount option receivables have only changed as a result of the subordination of the cash flows from the portion of the seller’s interest designated as discount option receivables. If the collections on the discount option receivables are not utilized to pay investors, they are returned to the Corporation through its ownership of the residual interests of the Trust.

Tell us how you account for the “discount receivables.”

Finance charge receivable refers to any receivable that is a period finance charge or fee-related, i.e. cash advance fee, late fee, etc.

Principal receivable refers to any receivable other than a finance charge receivable or a receivable in a defaulted account.

Tell us whether there was any gain or loss recognized on the discount option exchange. If not, please explain why.

/s/ John M. James

John M. James

Corporate Controller