Discover 2009 Annual Report Download - page 167

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Exhibit Index
Exhibit Number Description
2.1* Separation and Distribution Agreement, dated as of June 29, 2007, between Morgan Stanley and
Discover Financial Services (filed as Exhibit 2.1 to Discover Financial Services’ Current Report on Form
8-K filed on July 5, 2007 and incorporated herein by reference thereto).
2.2* Agreement for the Sale and Purchase of the Goldfish Credit Card Business, dated February 7, 2008,
among Discover Financial Services, Goldfish Bank Limited, Discover Bank, SCFC Receivables
Corporation, and Barclays Bank Plc (filed as Exhibit 2.1 to Discover Financial Services’ Current Report
on Form 8-K filed on February 7, 2008 and incorporated herein by reference thereto) as amended and
restated by Amended and Restated Agreement for the Sale and Purchase of the Goldfish Credit Card
Business, dated March 31, 2008, among Discover Financial Services, Goldfish Bank Limited, Discover
Bank, SCFC Receivables Corporation, Barclays Bank PLC, and Barclays Group US Inc. (filed as Exhibit
2.1 to Discover Financial Services’ Quarterly Report on Form 10-Q filed on April 14, 2008 and
incorporated herein by reference thereto).
3.1 Amended and Restated Certificate of Incorporation of Discover Financial Services (filed as Exhibit 3.1 to
Discover Financial Services’ Quarterly Report on Form 10-Q filed on July 1, 2009 and incorporated
herein by reference thereto).
3.2 Amended and Restated By-Laws of Discover Financial Services (filed as Exhibit 3.1 to Discover Financial
Services’ Current Report on Form 8-K filed on January 23, 2009 and incorporated herein by reference
thereto).
4.1 Senior Indenture, dated as of June 12, 2007, by and between Discover Financial Services and U.S.
Bank, National Association, as trustee (filed as Exhibit 4.1 to Discover Financial Services’ Current
Report on Form 8-K filed on June 12, 2007 and incorporated herein by reference thereto).
4.2 Registration Rights Agreement, dated as of June 12, 2007, by and between Discover Financial Services
and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed therein
(filed as Exhibit 4.4 to Discover Financial Services’ Current Report on Form 8-K filed on June 12, 2007
and incorporated herein by reference thereto).
4.3 Form of Certificate for the Series A Preferred Stock (filed as Exhibit 4.1 to Discover Financial Services’
Current Report on Form 8-K filed on March 13, 2009 and incorporated herein by reference thereto).
4.4 Warrant for Purchase of Shares of Common Stock (filed as Exhibit 4.2 to Discover Financial Services’
Current Report on Form 8-K filed on March 13, 2009 and incorporated herein by reference thereto).
4.5 Form of Subordinated Indenture (filed as Exhibit 4.2 to Discover Financial Services’ Registration
Statement on Form S-3 filed on July 6, 2009 and incorporated herein by reference thereto).
4.6 Form of 10.250% Senior Note due 2019 (filed as Exhibit 4.1 to Discover Financial Services’ Current
Report on Form 8-K filed on July 15, 2009 and incorporated herein by reference thereto).
4.7 Fiscal and Paying Agency Agreement, dated November 16, 2009, between Discover Bank, as issuer,
and U.S. Bank National Association, as fiscal and paying agent (filed as Exhibit 4.1 to Discover
Financial Services’ Current Report on Form 8-K filed on November 16, 2009 and incorporated herein
by reference thereto).
10.1 Tax Sharing Agreement, dated as of June 30, 2007, between Morgan Stanley and Discover Financial
Services (filed as Exhibit 10.1 to Discover Financial Services’ Current Report on Form 8-K filed on July
5, 2007 and incorporated herein by reference thereto).
10.2 U.S. Employee Matters Agreement, dated as of June 30, 2007, between Morgan Stanley and Discover
Financial Services (filed as Exhibit 10.2 to Discover Financial Services’ Current Report on Form 8-K filed
on July 5, 2007 and incorporated herein by reference thereto).
10.3 Transition Services Agreement, dated as of June 30, 2007, between Morgan Stanley and Discover
Financial Services (filed as Exhibit 10.3 to Discover Financial Services’ Current Report on Form 8-K filed
on July 5, 2007 and incorporated herein by reference thereto).
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