Class D Notes.



 Exhibit 4.13 

DISCOVERSERIES CLASS D(2009-1) NOTE 

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF DISCOVER CARD EXECUTION NOTE TRUST AND DISCOVER BANK THAT
(A) THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO DISCOVER CARD EXECUTION NOTE TRUST, DISCOVER BANK OR THEIR AFFILIATES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION, PROVIDED, THAT IMMEDIATELY AFTER SUCH RESALE, PLEDGE OR TRANSFER, THE NOTE WILL NOT BE CONSIDERED ISSUED AND OUTSTANDING FOR UNITED STATES FEDERAL AND STATE INCOME TAX PURPOSES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. 

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR
ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY MASTER
TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE,
ANY DERIVATIVE AGREEMENT, ANY SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT. 

DISTRIBUTIONS OF PRINCIPAL TO THE HOLDER OF THIS CLASS D NOTE ARE SUBORDINATE TO THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF
AND INTEREST ON THE CLASS A NOTES, CLASS B NOTES AND CLASS C NOTES OF THE DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN. 







 REGISTERED 

No. 1 
 DISCOVER CARD
EXECUTION NOTE TRUST 
 DISCOVERSERIES CLASS D(2009-1) NOTE 

DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (herein referred to as the
“Issuer” or the “Note Issuance Trust”), for value received, hereby promises to pay to DISCOVER PROPERTIES LLC, or registered assigns, subject to the following provisions, a principal sum reflected from time to time
on the books and records of U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), payable as set forth in the Terms Document dated as
of July 2, 2009 (the “Terms Document”), between the Issuer and Indenture Trustee. The “Expected Maturity Date” for these Class D(2009-1) Notes is the September 15, 2017 Payment Date, or, if such date is
extended pursuant to Section 2.08 of the Terms Document, the Expected Maturity Date as so extended, except as otherwise provided below or in the Indenture or the Indenture Supplement (as defined on the reverse hereof); provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on the March 16, 2020 Payment Date (the “Legal Maturity Date”), or, if such date is extended pursuant to Section 2.08 of the
Terms Document, the Legal Maturity Date as so extended. Interest will not accrue on this Note. The principal of this Note shall be paid in the manner specified on the reverse hereof. 

Principal is expected to be paid concurrently with the payment of principal on senior tranches of notes. The principal may be payable
monthly, and may be payable earlier or later than the expected dates for such payments, following an Event of Default or while an Early Redemption Event has occurred and is continuing. No principal will be distributed on the Note following the
distribution of proceeds of a Receivables Sale. Interest shall not be payable on this Note. 
 Series Principal Amounts
allocated to these Class D(2009-1) Notes will be applied first to pay shortfalls in interest on Class A Notes, Class B Notes and Class C Notes, then to pay any shortfalls in Series Servicing Fees allocable to the DiscoverSeries, and then to
make Targeted Principal Deposits to the Principal Funding Subaccounts for Class A Notes, Class B Notes and Class C Notes, including Targeted Prefunding Deposits, before being applied to make Targeted Principal Deposits to the Principal Funding
Subaccounts of Subordinate Notes, including these Class D(2009-1) Notes. Principal will not be paid on these Class D(2009-1) Notes prior to their Legal Maturity Date unless each of the Class A Usage of Class D Notes, the Class B Usage of Class
D Notes and the Class C Usage of Class D Notes is zero for each Tranche of Class A Notes, Class B Notes and Class C Notes of the DiscoverSeries and the required level of subordination for the Class A Notes, Class B Notes and Class C Notes
of the DiscoverSeries is available after giving effect to such payment. 
 The principal of this Note is payable in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
  

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 The Initial Dollar Principal Amount of this Note is initially $598,903,743 and will increase
or decrease pursuant to the terms of the Terms Document, the Indenture Supplement and certain documents referenced therein. All increases or decreases in the Outstanding Dollar Principal Amount made pursuant to the Terms Document shall be maintained
on the records of U.S. Bank National Association, as Indenture Trustee, on behalf of the Issuer, and in Schedule A hereto; provided, however, that the failure of the Indenture Trustee to make any such recordation, or any error thereon,
shall not affect the obligations of Discover Bank hereunder or under the Terms Document. 
 Reference is made to the further
provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory for any purpose. 

 

	*	Minimum denomination of $250,000. 

  

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 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its
Authorized Officer. 
  

					
	 DISCOVER CARD EXECUTION NOTE TRUST, as Issuer

		
	By:	 	 WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as Owner Trustee

		
	By:	 	 /s/ Jennifer A. Luce

		 	Name:	 	Jennifer A. Luce
		 	Title:	 	Assistant Vice President
		
		 	Date: July 2, 2009


  

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 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes designated above and referred to in the within-mentioned Indenture. 

 

					
	 US BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture
Trustee

		
	By:	 	 /s/ Patricia M. Child

		 	Name:	 	Patricia M. Child
		 	Title:	 	Vice President
		
		 	Date: July 2, 2009


  

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 REVERSE OF NOTE 

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Class D(2009-1) DiscoverSeries Notes
(herein called the “Class D(2009-1) Notes”), all issued under an Indenture dated as of July 26, 2007 (such Indenture, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time,
is herein called the “Indenture”), as supplemented by an Indenture Supplement dated as of July 26, 2007 (such Indenture Supplement, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from
time to time, is herein called the “Indenture Supplement”), between the Issuer and Indenture Trustee, to which Indenture and Indenture Supplement reference is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class D(2009-1) Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document. All terms used in this Class D(2009-1) Note that are
defined in the Indenture, the Indenture Supplement and the Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the Indenture Supplement and the Terms Document. 

The Class A Notes, the Class B Notes and the Class C Notes of the DiscoverSeries and other tranches of Class D Notes of the
DiscoverSeries, if any, will also be issued under the Indenture and the Indenture Supplement. 
 The Class D(2009-1) Notes are
and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture and the Indenture Supplement. 

The Class D(2009-1) Notes are subordinated in right of payment of principal to the Class A Notes, the Class B Notes and the
Class C Notes and provide loss protection to the Class A Notes, the Class B Notes and the Class C Notes of the DiscoverSeries, to the extent set forth in the Indenture Supplement. The Class D(2009-1) Notes will not bear interest. Principal
Amounts allocable to the Class D(2009-1) Notes may be applied to pay the Class A Interest Allocation , Class B Interest Allocation and Class C Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth in
the Indenture Supplement. 
 Principal of the Class D(2009-1) Notes will be payable on any Distribution Date which is an
Expected Maturity Date for any Tranche of any Class A Notes, Class B Notes or Class C Notes of DiscoverSeries (“Expected Principal Payment Date”). For each Expected Principal Payment Date, the amount of principal due with
respect to the Class D(2009-1) Notes shall be an amount, if positive, equal to the amount derived from the formula provided in Section 2.02 of the Terms Document. 

As described above, the entire unpaid principal amount of this Class D(2009-1) Note shall be due and payable on the Legal Maturity Date,
or, if such date is extended pursuant to Section 2.08 of the Terms Document, the Legal Maturity Date as so extended. Notwithstanding the foregoing, the entire unpaid principal amount of the Class D(2009-1) Notes shall be due and payable on the
date on which an Event of Default relating to the Class D(2009-1) Notes shall have occurred and be continuing and, except in the event of an insolvency related default, the Indenture Trustee or the Majority Holders of the applicable Series, Class or
Tranche of Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Class D(2009-1) Notes to be immediately due and payable in the manner provided in Section 702 of the Indenture; provided, however,
such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of Notes. 

 

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 On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount
of any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount, the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such Tranche of Notes in whole but not in part, pursuant
to Section 1202 of the Indenture. The redemption price will be an amount equal to the Outstanding Dollar Principal Amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to
but excluding the date of redemption. 
 Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the
Note Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes. 

On each Payment Date, the Paying Agent shall distribute to each Holder of Class D(2009-1) Notes of record on the related Record Date
(except for the final distribution with respect to these Class D(2009-1) Notes) the pro rata share for such Holder of Class D(2009-1) Notes of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay
principal on the Class D Notes. 
 Payments of principal made on any Payment Date, if any, to the extent not in full
payment of this Class D(2009-1) Note, shall be made by wire transfer in immediately available funds to the Person whose name appears as the Registered Holder of this Class D(2009-1) Note on the Note Register as of the close of business on each
Record Date. Any reduction in the principal amount of this Class D(2009-1) Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class D(2009-1) Note and of any
Class D(2009-1) Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Class D(2009-1) Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class D(2009-1) Note at the Indenture Trustee’s principal Corporate Trust
Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the
Issuer in Schedule A hereto. 
 As provided in the Indenture and subject to certain limitations set forth therein and as set
forth in the first legend on the face hereof, the transfer of this Class D(2009-1) Note may be registered on the Note Register upon surrender of this Class D(2009-1) Note for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature
guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require, and thereupon one or more new Class D(2009-1) Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Class D(2009-1) Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange. 
  

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 To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by
acceptance of a Class D(2009-1) Note or, in the case of a Note Owner, a beneficial interest in a Class D(2009-1) Note, covenants and agrees that by accepting the benefits of the Indenture that it will not at any time institute against the Issuer,
any Master Trust or any special purpose entity that acts as a depositor with respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with
respect to any Master Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating
to the Notes, the Indenture, any Derivative Agreement, any Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement. 

Prior to the due presentment for registration of transfer of this Class D(2009-1) Note, the Issuer, the Indenture Trustee and any agent
of the Issuer or the Indenture Trustee may treat the Person in whose name this Class D(2009-1) Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes,
whether or not this Class D(2009-1) Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than
66 2/3% of the Outstanding Dollar Principal Amount
of each adversely affected Series, Class or Tranche of Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders
of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class D(2009-1) Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Class D(2009-1) Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Class D(2009-1) Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

 The term “Issuer” as used in this Class D(2009-1) Note includes any successor to the Issuer under the
Indenture. 
  

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 The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture. 
 The Class D(2009-1)
Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. 

THIS CLASS D(2009-1) NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE. 

No reference herein to the Indenture and no provision of this Class D(2009-1) Note or of the Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the principal of this Class D(2009-1) Note at the times, place, and rate, and in the coin or currency herein prescribed. 

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director or employee of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly
agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Class D(2009-1) Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture
Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class D(2009-1) Note. 

 

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 ASSIGNMENT 

Social Security or taxpayer I.D. or other identifying number of assignee 

			
	              
	  	

 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

(name and address of assignee) 
 the within
Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 

 

											
	Dated:	 	  
	 		 	  
	 	*
		 		 		 	Signature Guaranteed:	 	

  

	*	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatsoever. 

  

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 SCHEDULE A 

PRINCIPAL PAYMENTS AND INCREASES IN OUTSTANDING 

DOLLAR PRINCIPAL AMOUNT 
  

																			
	 Initial Dollar

Principal

Amount
	  	 Outstanding Dollar

Principal Amount

Immediately Prior to

Principal Payment

Date or Issuance

Date of Increase
	  	Principal
Payment

Date	  	Issuance
Date 
of
Increase	  	Total
Amount

Paid	  	Amount of
Increase
in
Outstanding
Dollar
Principal

Amount	  	Resulting
Outstanding

Principal
Amount	  	Resulting
Initial

Dollar
Principal
Amount	  	Stated
Principal

Amount	  	 Confirmation of

Principal Payment

or Increase by or

on Behalf

of the Note

Issuance Trust