COLLATERAL ACCOUNT CONTROL AGREEMENT

Exhibit 10.1

Execution Copy

DISCOVER CARD EXECUTION NOTE TRUST

Grantor

U.S. BANK NATIONAL ASSOCIATION

Secured Party

and

U.S. BANK NATIONAL ASSOCIATION

Securities Intermediary

COLLATERAL ACCOUNT CONTROL AGREEMENT

Dated as of July 26, 2007

          This Collateral Account Control Agreement, dated as of July 26, 2007 (this “ Agreement ”), among DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “ Grantor ”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, in its capacity as Indenture Trustee (the “ Secured Party ”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as a “securities intermediary” (as defined in Section 8-102 of the UCC) and a “bank” (as defined in Section 9-102 of the UCC) (in such capacities, the “ Securities Intermediary ”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture, dated as of July 26, 2007 (the “ Indenture ”) and the Indenture Supplement for the DiscoverSeries Notes, dated as of July 26, 2007, in each case between the Grantor and the Secured Party. All references herein to the “ UCC ” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time.

          WHEREAS, the Grantor has granted to the Secured Party a first priority security interest in the Pledged Accounts (defined below) pursuant to the Indenture;

          WHEREAS, the parties hereto are entering into this Agreement to perfect and ensure the priority of such security interest;

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     Section 1. Establishment and Maintenance of Collateral Accounts .

     (a) The Grantor has directed the Securities Intermediary to establish, and the Securities Intermediary hereby does establish, the Collections Account and Issuer Accounts (in each case as defined in the Indenture,) which are listed on Schedule 1 hereto (such accounts including each subaccount thereof and each successor account thereto, collectively, the “ Pledged Accounts ”) each to be maintained by the Securities Intermediary as a security intermediary in the name of the Secured Party and for which the Secured Party is the customer of the Securities Intermediary, to hold the funds deposited therein, in the case of the Collections Account, for the benefit of the Secured Party and the Noteholders, and in the case of the Issuer Accounts, for the benefit of the Secured Party and the applicable Noteholders. The Securities Intermediary covenants and agrees that it shall not change the name or account number of any Pledged Account without the prior written consent of the Secured Party. Schedule I hereto may be amended or supplemented from time to time by written agreement of the parties, and from the date of any such amendment or supplement each account listed thereon (including each subaccount thereof and each successor account thereto) shall also be a Pledged Account hereunder.

     (b) Each of the parties hereto acknowledges and agrees that the Pledged Accounts are intended to be “securities accounts” (as defined in Section 8-501 of the UCC).

     (c) The Securities Intermediary covenants and agrees that: (i) all securities or other property underlying any financial assets credited to any Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or indorsed in blank or credited to another securities account maintained in the name of the Securities

Intermediary; (ii) in no case will any financial asset credited to any Securities Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or indorsed in blank; and (iii) all property delivered to the Securities Intermediary pursuant to the Indenture shall be promptly credited to one of the Pledged Accounts.

     Section 2. “Financial Assets” Election . The Securities Intermediary hereby agrees that each item of property (including, without limitation, all Permitted Investments and any investment property, financial asset, security, instrument or cash) credited to any Pledged Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

     Section 3. Secured Party’s Control of the Pledged Accounts . If at any time the Securities Intermediary shall receive from the Secured Party an entitlement order (i.e., an order directing transfer or redemption of any financial asset relating to a Pledged Account) or instruction (including, without limitation instructions with respect to disposition of funds in the accounts), the Securities Intermediary shall comply with such entitlement order or instruction without further consent by the Grantor or any other Person. If the Grantor is otherwise entitled to give any entitlement orders or instructions with respect to the Pledged Account in accordance with Section 4 hereof and such entitlement orders or instructions conflict with instructions of the Secured Party, the Securities Intermediary shall comply with the entitlement orders and instructions issued by the Secured Party.

     Section 4. Grantor’s Access to the Account . If at any time the Secured Party delivers to the Securities Intermediary a notice of sole control in substantially the form set forth in Exhibit A hereto (a “Notice of Sole Control”), the Securities Intermediary agrees that after receipt of such notice, it will take all directions with respect to the Pledged Accounts solely from the Secured Party and shall not comply with instructions or entitlement orders of the Grantor or any other Person.

     Section 5. Subordination of Lien; Waiver of Set-Off . In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in any Pledged Account or any financial assets, cash or other property credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Secured Party. The financial assets, money and other items credited to any Pledged Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Secured Party (except that the Securities Intermediary may set-off the face amount of any checks which have been credited to such Pledged Account but are subsequently returned unpaid because of uncollected or insufficient funds).

     Section 6. Choice of Law. This Agreement shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, with respect to each Pledged Account, New York shall be deemed to be the securities intermediary’s “jurisdiction” (within the meaning of Sections 8-110 and 9-304 of the UCC). The Pledged Accounts shall be governed by the laws of the State of New York.

     Section 7. Conflict with Other Agreements . In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail.

     Section 8. Security Intermediary’s Representations and Warranties; Covenants . The Securities Intermediary hereby represents, warrants, covenants and agrees that:

          (a) There are no other agreements entered into between the Securities Intermediary and the Grantor with respect to any Pledged Account.

          (b) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Pledged Accounts and/or any financial assets credited thereto pursuant to which it agrees or has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) of such other Person.

          (c) It has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Grantor or the Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders or instructions.

          (d) The Pledged Accounts have been established as set forth in Section 1 o