Discover Financial Services 54,054,055 Shares of Common Stock Underwriting AgreementDiscover Financial Services • July 13th, 2009 • Personal credit institutions • New York
Discover Financial Services, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 54,054,055 shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 8,108,108 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Discover Financial Services Underwriting Agreement July 10, 2009Underwriting Agreement • July 13th, 2009 • Discover Financial Services • Personal credit institutions • New York
Discover Financial Services, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 10.25% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to the Senior Indenture dated as of July 12, 2007 (the “Senior Indenture”) as supplemented by an officer’s certificate establishing the terms of Securities pursuant to Section 2.03 of the Senior Indenture (the “Officer’s Certificate”) to be dated July 15, 2009 (as so supplemented, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
