Guidelines For Service On Multiple
Public Company Boards

Members of the Discover Financial Services ("Company") Board of Directors ("Directors") are expected to prodote sufficient time to carry out their duties and responsibilities effectively. Directors shall notify the Chairman of the Nominating and Governance Committee ("Committee") and the General Counsel in advance of accepting an invitation to serve on another public company board. The Committee shall consider the nature of and time involved in a Director's service on such other public company boards in evaluating whether any additional participation may impair the Director's ability to objectively and effectively serve on the Company's Board. The guidelines set forth below should be used by the Committee when evaluating such additional public company board participation. These guidelines may be revised by the Committee, from time to time, to take into consideration, among other things, changing environmental factors.

  1. Generally, no Director shall serve on more than 4 additional public company boards (i.e., in addition to the Company's Board).
  2. In the event that a Director desires to serve on any additional public company board, such Director shall notify the Chairman of the Committee and the General Counsel of the Company. The Chairman of the Committee and the General Counsel of the Company shall notify and consult with the Committee, as appropriate.
  3. These guidelines shall not serve to limit a Director’s existing participation on other public company boards as of the date that these guidelines are first approved.
  4. For purposes of interpreting these guidelines, the words “public company board” shall be deemed to exclude subsidiary companies, private companies, and non-profit organizations. If a director sits on several mutual fund boards within the same fund family, it will count as one public company board.

Dated:     June 17, 2009

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