AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
DISCOVER FINANCIAL SERVICES
Discover Financial Services, a Delaware corporation, the original Certificate of Incorporation of which was filed with the
Secretary of State of the State of Delaware on July 25, 1960 under the name Allstate Enterprises, Inc., HEREBY CERTIFIES that
this Amended and Restated Certificate of Incorporation restating, integrating and amending its Certificate of Incorporation was
duly proposed by its Board of Directors and adopted by its stockholders in accordance with Sections 242 and 245 of the
General Corporation Law of the State of Delaware.
The name of the corporation (which is hereinafter referred to as the “ Corporation ”) is: Discover Financial Services.
The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The
Corporation Trust Company.
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized
and incorporated under the General Corporation Law of the State of Delaware.
The total number of shares of stock which the Corporation shall have authority to issue is two billion two hundred million
(2,200,000,000), consisting of two hundred million (200,000,000) shares of Preferred Stock, par value $0.01 per share (hereinafter
referred to as “ Preferred Stock ”), and two billion (2,000,000,000) shares of Common Stock, par value $0.01 per share
(hereinafter referred to as “ Common Stock ”). Upon the effectiveness of this Amended and Restated Certificate of
Incorporation (the “ Effective Time ”), each share of Common Stock issued and outstanding immediately prior to the Effective
Time shall be automatically subdivided and converted, without further action on the par