UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark one)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended November 30, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission file number 333-141703-02 (issuing entity in
respect of the notes)

Commission file number 000-23108 (issuing entity in respect of the Series 2007-CC Collateral Certificate)

Commission file number 033-54804 (depositor and sponsor)





DISCOVER CARD EXECUTION NOTE TRUST

(Exact name of issuing entity in respect
of the notes as specified in its charter)

DISCOVER CARD MASTER TRUST I

(Exact name of issuing entity in respect of the Series 2007-CC Collateral Certificate as specified in its charter)

DISCOVER BANK

(Exact name of depositor and sponsor as specified in its
charter)







|                        |  |                                     
|----------------------- |  | ------------------------------------
|Delaware                |  | 51-0020270                          
|(State of Organization) |  | (I.R.S. Employer Identification No.)



|                                                     |  |           
|---------------------------------------------------- |  | ----------
|c/o Discover Bank 12 Reads Way New Castle, Delaware |  | 19720     
|(Address of principal executive offices)             |  | (Zip Code)

Depositors telephone number, including area code: (302) 323-7434





Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                                                              
|--------------------------------------- |  | -------------------------------------------------------------
|Title of each class to be so registered |  | Name of each exchange on which each class is to be
registered
|None                                    |  | Not Applicable                                               

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark
whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company (as defined in Rule 12b-2 of the Exchange Act).



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act).    Yes   ̈    No  x

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.









---

PART I

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote
of Security Holders

Item 1B. Unresolved Staff Comments

Not Applicable

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

The primary asset of Discover Card Execution Note Trust (the Note Issuance Trust) is the Discover Card Master Trust I, Series 2007-CC
collateral certificate, which represents an undivided interest in Discover Card Master Trust I (the Master Trust), whose assets include Discover Card receivables existing as of specified dates in designated accounts, which have been
transferred to the Master Trust by Discover Bank. The investor interest in receivables for the collateral certificate reflects the aggregate nominal liquidation amount of notes issued by the Note Issuance Trust. The Master Trust, therefore, may be
considered a significant obligor in relation to the Note Issuance Trust. Pursuant to Instruction 3.b. to Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of the Master Trust has been disclosed in
this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b).

The pool assets held by the Master Trust
do not include any significant obligors.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives
Instruments (Financial Information).

Not Applicable.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

Not
Applicable.

Item 1117 of Regulation AB. Legal Proceedings.

Discover Bank is involved, from time to time, in various arbitration and legal proceedings, including litigation, investigations and other proceedings, that arise in the ordinary course of its business. While there
can be no assurance about the outcome of these legal proceedings and the consequences are not presently determinable, Discover Bank believes, based on currently available information and after consultation with counsel, that these legal proceedings
will not have a material adverse effect on Discover Banks financial condition or on the receivables.



---

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-K:

Item 5. Market for Registrants
Common Equity, Related Stockholder Matters and Issuer Purchaser of Equity Securities.

Item 6. Selected Financial Data.

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and
Supplementary Data.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

None.

PART III

The following Items have been omitted in accordance with General Instruction J to Form 10-K

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accountant Fees and Services.

Substitute
information provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships
and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in
reliance on the Instruction to Item 1119. This information has been provided previously in a prospectus, dated June 11, 2008, filed by the Trust, pursuant to Rule 424(b)(5) of the Securities Act of 1933, on June 13, 2008.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

Each of Discover Bank, DFS Services LLC, Discover Products Inc. and U.S. Bank National Association (each, a Servicing Participant) has been identified by the registrant as a party participating in
the servicing function during the reporting period with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust. Each of the Servicing Participants has completed a report on an assessment of compliance with the
servicing criteria applicable to such Servicing Participant (each, a Report on Assessment) during the Note Issuance Trusts fiscal year ending November 30, 2008, which Reports on Assessment are attached as exhibits to
this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an



2



---

Attestation Report) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report
is attached as an exhibit to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria applicable to such Servicing Participant described
in the related Report on Assessment.

On September 30, 2008, DFS Services LLC entered into a Services Agreement with BancTec, Inc.
BancTec, Inc. began participating in the servicing function with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust in November 2008. BancTec, Inc. has not provided a Report on Assessment or an Attestation Report
for the Note Issuance Trusts fiscal year ending November 30, 2008, in reliance on Instruction 2 to Item 1122. As described in Instruction 2 to Item 1122, BancTec, Inc. was not a significant servicer with respect to the pool
assets held by each of the Master Trust and the Note Issuance Trust during the reporting period.

Item 1123 of Regulation AB. Servicer Compliance
Statement.

Each of Discover Bank, DFS Services LLC and Discover Products Inc. has been identified by the registrant as a servicer
during the reporting period with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust. Each of Discover Bank, DFS Services LLC and Discover Products Inc. has provided a statement of compliance (each, a
Compliance Statement), signed by an authorized officer, and each such Compliance Statement is attached as an exhibit to this Form 10-K.

On September 30, 2008, DFS Services LLC entered into a Services Agreement with BancTec, Inc. BancTec, Inc. began performing services that qualify it as a servicer with respect to the pool assets held by each of
the Master Trust and the Note Issuance Trust in November 2008. BancTec, Inc. has not provided a Compliance Statement for the Note Issuance Trusts fiscal year ending November 30, 2008, in reliance on the Instruction to Item 1123. As
described in the Instruction to Item 1123, BancTec, Inc. was not a significant servicer with respect to the pool assets held by each of the Master Trust and the Note Issuance Trust during the reporting period.

PART IV

Item 15. Exhibits, Financial
Statement Schedules.



| | (a) | List of Documents Filed as Part of this Report
| | --- | ----------------------------------------------



| | (1) | Not Applicable.
| | --- | ---------------



| | (2) | Not Applicable.
| | --- | ---------------



| | (3) | See Item 15 (b), below.
| | --- | -----------------------



| | (b) | Exhibits Required by Item 601 of Regulation S-K
| | --- | -----------------------------------------------



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                          
|4.1     |  | Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as of November 3, 2004
(incorporated by reference to Exhibit 4.2 to the Master Trusts Current Report on Form 8-K filed on October 29, 2004).                                                                             
|        | 
|4.2     |  | First Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of January 4, 2006, and Global Amendment to Certain Series Supplements thereto (incorporated by reference to Exhibit 4.1 to the Master Trusts Current Report on Form 8-K filed on January 9, 2006).



3



---

|       |  |                                                                                                                                                                                                                                                                                                                                                       
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|4.3    |  | Second Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of March 30, 2006 (incorporated by reference to Exhibit 4.1 to the Master Trusts Current Report on Form 8-K filed on April 5, 2006).               
|       | 
|4.4    |  | Third Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of July 26, 2007 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).          
|       | 
|4.5    |  | Fourth Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of December 18, 2007 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on December 18, 2007). 
|       | 
|4.6    |  | Series Supplement for Series 2007-CC between Discover Bank, as Master Servicer, Servicer and Seller and U.S. Bank National Association, as Trustee, dated as of July 26, 2007, including the form
of collateral certificate (incorporated by reference to Exhibit 4.3 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).
|       | 
|4.7    |  | Trust Agreement between Discover Bank, as Beneficiary and Wilmington Trust Company, as Owner Trustee, dated as of July 2, 2007 (incorporated by reference to Exhibit 4.1 to the Note Issuance
Trusts Current Report on Form 8-K filed on July 2, 2007).                                                                                              
|       | 
|4.8    |  | Indenture between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by reference to Exhibit 4.5 to
the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                                                       
|       | 
|4.9    |  | Indenture Supplement between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by reference to
Exhibit 4.6 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                                            
|       | 
|4.10.1 |  | Class C(2007-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by
reference to Exhibit 4.7 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                                  
|       | 
|4.10.2 |  | Class B(2007-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by
reference to Exhibit 4.8 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                                  
|       | 
|4.10.3 |  | Class C(2007-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 31, 2007 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on August 31, 2007).                                              
|       | 
|4.10.4 |  | Class B(2007-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 31, 2007 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on August 31, 2007).                                              



4



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|        |  |                                                                                                                                                                                                                                                                                                             
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.10.5  |  | Class A(2007-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 4, 2007 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on October 9, 2007).    
|        | 
|4.10.6  |  | Class A(2007-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 9, 2007 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on October 10, 2007).   
|        | 
|4.10.7  |  | Class A(2008-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 16, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on January 16, 2008).  
|        | 
|4.10.8  |  | Class A(2008-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 31, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on February 1, 2008).  
|        | 
|4.10.9  |  | Class B(2008-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 31, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on February 1, 2008).  
|        | 
|4.10.10 |  | Class B(2008-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 29, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on February 29, 2008).
|        | 
|4.10.11 |  | Class C(2008-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 29, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on February 29, 2008).
|        | 
|4.10.12 |  | Class A(2008-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of March 11, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on March 11, 2008).      
|        | 
|4.10.13 |  | Amendment to Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of March 31, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on March 31, 2008).        
|        | 
|4.10.14 |  | Class A(2008-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 30, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on April 30, 2008).      
|        | 
|4.10.15 |  | Class A(2008-B) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 16, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on May 19, 2008).          



5



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|        |  |                                                                                                                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.10.16 |  | Class B(2008-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 29, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on May 30, 2008).      
|        | 
|4.10.17 |  | Class C(2008-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 29, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on May 30, 2008).      
|        | 
|4.10.18 |  | Class A(2008-4) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of June 18, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on June 19, 2008).    
|        | 
|4.10.19 |  | Class B(2008-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 28, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on August 29, 2008).
|        | 
|4.10.20 |  | Class C(2008-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 28, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on August 29, 2008).
|        | 
|4.10.21 |  | Class A(2008-C) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 28, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on August 29, 2008).
|        | 
|10.1    |  | Amended and Restated Servicing Agreement, dated as of January 1, 2007, by and between Discover Financial Services LLC and Discover (incorporated by reference to Exhibit 10.1 of the Master
Trusts Current Report on Form 8-K filed on February 13, 2007).                                             
|        | 
|10.2    |  | Servicing Agreement, dated as of January 1, 2007, by and between Discover Products Inc. and Discover Bank (incorporated by reference to Exhibit 10.2 of the Master Trusts Current Report on
Form 8-K filed on February 13, 2007).                                                                      
|        | 
|*10.3   |  | Services Agreement, effective as of September 30, 2008, between DFS Services LLC and BancTec, Inc.                                                                                                                                                                                                      
|        | 
|23.1    |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                       
|        | 
|23.2    |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                           



|* | Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2 under the Securities and
Exchange Act of 1934, as amended, which portions are omitted and filed separately with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



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|     |  |                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Rule 13a14(a)/15d14(a) Certification (Section 302 Certification).                                                                                                      
|     | 
|33.1 |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Bank for the year ended November 30, 2008.                        
|     | 
|33.2 |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Financial Services LLC for the year ended November 30, 2008.      
|     | 
|33.3 |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Products Inc. for the year ended November 30, 2008.               
|     | 
|33.4 |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of U.S. Bank National Association for the year ended November 30, 2008.       
|     | 
|34.1 |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Bank for the year ended November 30, 2008.                  
|     | 
|34.2 |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Financial Services LLC for the year ended November 30, 2008.
|     | 
|34.3 |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Products Inc. for the year ended November 30, 2008.         
|     | 
|34.4 |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of U.S. Bank National Association for the year ended November 30, 2008. 
|     | 
|35.1 |  | Servicer Compliance Statement of Discover Bank for the year ended November 30, 2008.                                                                                     
|     | 
|35.2 |  | Servicer Compliance Statement of Discover Financial Services LLC for the year ended November 30, 2008.                                                                   
|     | 
|35.3 |  | Servicer Compliance Statement of Discover Products Inc. for the year ended November 30, 2008.                                                                            



| | (c) | Not Applicable.
| | --- | ---------------



7



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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         |  |                                    |  |                                                                                                                    
|------------------------ |  | ---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------
|                         |  | Discover Card Execution Note Trust
|                         |  | (Registrant)                      
|                         |  | By: Discover Bank                 
|                         |  | (Depositor)                       
|                         |  |                                   
|Dated: February 19, 2009 |  | By:                                |  | /s/ Michael F. Rickert                                                                                             
|                         |  |                                    |  | Michael F. Rickert                                                                                                 
|                         |  |                                    |  | Vice President, Chief Financial Officer and Treasurer (senior officer of the depositor in charge of securitization)



8



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EXHIBIT INDEX



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                          
|4.1     |  | Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as of November 3,
2004 (incorporated by reference to Exhibit 4.2 to the Master Trusts Current Report on Form 8-K filed on October 29, 2004).                                                                             
|        | 
|4.2     |  | First Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of January 4, 2006, and Global Amendment to Certain Series Supplements thereto (incorporated by reference to Exhibit 4.1 to the Master Trusts Current Report on Form 8-K filed on January 9, 2006).
|        | 
|4.3     |  | Second Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of March 30, 2006 (incorporated by reference to Exhibit 4.1 to the Master Trusts Current Report on Form 8-K filed on April 5, 2006).                                                              
|        | 
|4.4     |  | Third Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of July 26, 2007 (incorporated by reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                                         
|        | 
|4.5     |  | Fourth Amendment to Amended and Restated Pooling and Servicing Agreement between Discover Bank, as Master Servicer, Servicer and Seller, and U.S. Bank National Association, as Trustee, dated as
of December 18, 2007 (incorporated by reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on December 18, 2007).                                                
|        | 
|4.6     |  | Series Supplement for Series 2007-CC between Discover Bank, as Master Servicer, Servicer and Seller and U.S. Bank National Association, as Trustee, dated as of July 26, 2007, including the form
of collateral certificate (incorporated by reference to Exhibit 4.3 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                               
|        | 
|4.7     |  | Trust Agreement between Discover Bank, as Beneficiary and Wilmington Trust Company, as Owner Trustee, dated as of July 2, 2007 (incorporated by reference to Exhibit 4.1 to the Note Issuance
Trusts Current Report on Form 8-K filed on July 2, 2007).                                                                                                                                             
|        | 
|4.8     |  | Indenture between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by reference to Exhibit 4.5 to
the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                                                                                                      
|        | 
|4.9     |  | Indenture Supplement between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by reference to
Exhibit 4.6 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).                                                                                                           



9



---

|        |  |                                                                                                                                                                                                                                                                                                             
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.10.1  |  | Class C(2007-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by
reference to Exhibit 4.7 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).        
|        | 
|4.10.2  |  | Class B(2007-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of July 26, 2007 (incorporated by
reference to Exhibit 4.8 to the Note Issuance Trusts Current Report on Form 8-K filed on July 27, 2007).        
|        | 
|4.10.3  |  | Class C(2007-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 31, 2007 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on August 31, 2007).    
|        | 
|4.10.4  |  | Class B(2007-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 31, 2007 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on August 31, 2007).    
|        | 
|4.10.5  |  | Class A(2007-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 4, 2007 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on October 9, 2007).    
|        | 
|4.10.6  |  | Class A(2007-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of October 9, 2007 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on October 10, 2007).   
|        | 
|4.10.7  |  | Class A(2008-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 16, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on January 16, 2008).  
|        | 
|4.10.8  |  | Class A(2008-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 31, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on February 1, 2008).  
|        | 
|4.10.9  |  | Class B(2008-A) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of January 31, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on February 1, 2008).  
|        | 
|4.10.10 |  | Class B(2008-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 29, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on February 29, 2008).
|        | 
|4.10.11 |  | Class C(2008-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of February 29, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on February 29, 2008).



10



---

|        |  |                                                                                                                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.10.12 |  | Class A(2008-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of March 11, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on March 11, 2008).  
|        | 
|4.10.13 |  | Amendment to Terms Documents between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of March 31, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on March 31, 2008).    
|        | 
|4.10.14 |  | Class A(2008-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of April 30, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on April 30, 2008).  
|        | 
|4.10.15 |  | Class A(2008-B) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 16, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on May 19, 2008).      
|        | 
|4.10.16 |  | Class B(2008-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 29, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on May 30, 2008).      
|        | 
|4.10.17 |  | Class C(2008-2) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of May 29, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on May 30, 2008).      
|        | 
|4.10.18 |  | Class A(2008-4) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of June 18, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on June 19, 2008).    
|        | 
|4.10.19 |  | Class B(2008-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 28, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on August 29, 2008).
|        | 
|4.10.20 |  | Class C(2008-3) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 28, 2008 (incorporated by
reference to Exhibit 4.2 to the Note Issuance Trusts Current Report on Form 8-K filed on August 29, 2008).
|        | 
|4.10.21 |  | Class A(2008-C) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, dated as of August 28, 2008 (incorporated by
reference to Exhibit 4.1 to the Note Issuance Trusts Current Report on Form 8-K filed on August 29, 2008).
|        | 
|10.1    |  | Amended and Restated Servicing Agreement, dated as of January 1, 2007, by and between Discover Financial Services LLC and Discover (incorporated by reference to Exhibit 10.1 of the Master
Trusts Current Report on Form 8-K filed on February 13, 2007).                                             



11



---

|      |  |                                                                                                                                                                                                                                   
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.2  |  | Servicing Agreement, dated as of January 1, 2007, by and between Discover Products Inc. and Discover Bank (incorporated by reference to Exhibit 10.2 of the Master Trusts Current
Report on Form 8-K filed on February 13, 2007).
|      | 
|*10.3 |  | Services Agreement, effective as of September 30, 2008, between DFS Services LLC and BancTec, Inc.                                                                                                                                
|      | 
|23.1  |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                 
|      | 
|23.2  |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                     
|      | 
|31.1  |  | Rule 13a14(a)/15d14(a) Certification (Section 302 Certification).                                                                                                                                                               
|      | 
|33.1  |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Bank for the year ended November 30, 2008.                                                                                 
|      | 
|33.2  |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Financial Services LLC for the year ended November 30, 2008.                                                               
|      | 
|33.3  |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Discover Products Inc. for the year ended November 30, 2008.                                                                        
|      | 
|33.4  |  | Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of U.S. Bank National Association for the year ended November 30, 2008.                                                                
|      | 
|34.1  |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Bank for the year ended November 30, 2008.                                                                           
|      | 
|34.2  |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Financial Services LLC for the year ended November 30, 2008.                                                         
|      | 
|34.3  |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of Discover Products Inc. for the year ended November 30, 2008.                                                                  
|      | 
|34.4  |  | Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of U.S. Bank National Association for the year ended November 30, 2008.                                                          
|      | 
|35.1  |  | Servicer Compliance Statement of Discover Bank for the year ended November 30, 2008.                                                                                                                                              
|      | 
|35.2  |  | Servicer Compliance Statement of Discover Financial Services LLC for the year ended November 30, 2008.                                                                                                                            
|      | 
|35.3  |  | Servicer Compliance Statement of Discover Products Inc. for the year ended November 30, 2008.                                                                                                                                     



|* | Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2 under the Securities and
Exchange Act of 1934, as amended, which portions are omitted and filed separately with the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12