Discover 2011 Annual Report Download - page 173

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161
Exhibit Index
Exhibit
Number
2.1*
2.2*
2.3
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
Description
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), as amended by the First Amendment to the Separation and
Distribution Agreement dated as of June 29, 2007 between Discover Financial Services and Morgan Stanley,
dated February 11, 2010 (filed as Exhibit 10.2 to Discover Financial Services' Current Report on Form 8-K filed
on February 12, 2010 and incorporated herein by reference thereto).
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).
Agreement and Plan of Merger by and among Discover Bank, Academy Acquisition Corp. and The Student Loan
Corporation dated as of September 17, 2010 (filed as Exhibit 2.3 to Discover Financial Services' Annual Report
on Form 10-K for the fiscal year ended November 30, 2010 filed on January 26, 2011 and incorporated by
reference thereto).
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).
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).
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).
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).
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).
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).
Fiscal and Paying Agency Agreement, dated April 15, 2010, 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 April 16, 2010 and incorporated herein by reference thereto).
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).
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).
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).
Transitional Trade Mark License Agreement, dated as of June 30, 2007, between Morgan Stanley & Co. PLC and
Goldfish Bank Limited (filed as Exhibit 10.4 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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