DISCOVER FINANCIAL SERVICES Senior Notes Due November 21, 2022 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2012 • Discover Financial Services • Personal credit institutions • New York
Discover Financial Services, a Delaware corporation (the “Company”), proposes to exchange up to $500,000,000 in the aggregate of the issued and outstanding 8.70% Subordinated Notes Due 2019 issued by Discover Bank, a subsidiary of the Company (the “Existing Securities”), upon the terms set forth in a dealer manager agreement of even date herewith (the “Dealer Manager Agreement”), for up to $500,000,000 aggregate principal amount of the Company’s Senior Notes Due 2022 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of July 12, 2007 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and an officers’ certificate, dated November 21, 2012, setting forth the terms of the Initial Securities (the “Officers’ Certificate”). As an inducement to the holders of the Existing Securities to exchange the Existing Securities and in satisfaction of a condition to the obligations of the Company under t
