AMENDMENT NO. 1, dated as of February 29, 2008, to the Credit Agreement referred to below, among DISCOVER
FINANCIAL SERVICES, a Delaware corporation, DISCOVER BANK, a Delaware banking corporation, the SUBSIDIARY
BORROWERS party from time to time thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as
administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative
The Borrowers, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of June 6, 2007 (the “
Credit Agreement ”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by or on behalf
of said Lenders to the Borrowers in an aggregate principal amount not to exceed $2,500,000,000. The Borrowers, the Lenders and
the Administrative Agent wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto hereby
agree as follows:
Section 1. Definitions . Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are
used herein as defined therein.
Section 2. Amendments . Effective as of the date hereof as provided in Section 4 of this Amendment No. 1, the Credit
Agreement is hereby amended as follows:
2.01. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Financial Statements; Ratings Change and Other Information .
(a) Section 5.01(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(b) (i) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of DFS, its consolidated
statement of financial condition and its related consolidated statement of income, changes in stockholders’ equity and
cash flows as of the end of and for such fiscal quarter and the then elapsed