REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2007 • Discover Financial Services • Personal credit institutions • New York
This REGISTRATION RIGHTS AGREEMENT dated June 12, 2007 (the “Agreement”) is entered into by and among Discover Financial Services, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated (“Morgan Stanley”), as representative (the “Representative”) of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated June 12, 2007 (the “Purchase Agreement”) with the Company. The Purchase Agreement provides for the sale by the Company to the Initial Purchasers of $800,000,000 aggregate principal amount of the Company’s Securities (as defined below). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
