Exhibit 10.3

TRANSITION SERVICES AGREEMENT

by and between

MORGAN STANLEY

and

DISCOVER FINANCIAL SERVICES

Dated as of [                    ], 2007

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “ Agreement ”) is entered into as of [            ], 2007 by and between Morgan Stanley, a Delaware corporation (“ Morgan Stanley ”), and Discover Financial Services, a Delaware corporation (“ Discover ”).

RECITALS

WHEREAS, Morgan Stanley owns 100% of the outstanding common stock of Discover prior to the consummation of the Distribution (as defined below);

WHEREAS, Morgan Stanley will no longer own any of the outstanding common stock of Discover after the consummation of the Distribution;

WHEREAS, Morgan Stanley has heretofore directly or indirectly provided certain services to members of the Discover Group (as defined below); and

WHEREAS, Discover has heretofore directly or indirectly provided certain services to the Morgan Stanley Group (as defined below).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Morgan Stanley and Discover, for themselves, their successors and permitted assigns, hereby agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01 . Definitions. (a) As used in this Agreement, the following terms shall have the following meanings, applicable both to the singular and the plural forms of the terms described:

“ Actions ” has the meaning set forth in Section 5.03.

“ Affiliate ” has the meaning set forth in the Separation and Distribution Agreement; provided that the Affiliates of each party for purposes of this Agreement shall be determined after giving effect to the consummation of the Distribution.

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Applicable Law ” means, with respect to any Person, any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree,

ruling, directive, guidance, instruction, direction, permission, waiver, notice, condition, limitation, restriction or prohibition or other similar requirement enacted, adopted, promulgated, imposed, issued or applied by a Governmental Authority that is binding upon or applicable to such Person, its properties or assets or its business or operations, as amended unless expressly specified otherwise.

“ Baseline Period ” has the meaning set forth in Section 2.04.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Change of Control ” means, with respect to Morgan Stanley or Discover, (i) the direct or indirect acquisition (by merger, consolidation, business combination or otherwise) by any Person or group of Persons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d-5 under the Securities Exchange Act of 1934) of 50% or more of the Total Voting Power of Morgan Stanley or Discover, as applicable, (ii) any merger, consolidation or other business combination of Morgan Stanley or Discover, as applicable, or a Subsidiary of Morgan Stanley or Discover, as applicable, with any Person after giving effect to which (x) the shareholders of Morgan Stanley or Discover, as applicable, immediately prior to such transaction do not own at least 50% of the Total Voting Power of the ultimate parent entity of the parties to such transaction or (y) individuals who were directors of Morgan Stanley or Discover, as applicable, immediately prior to such transaction (or their designees) do not constitute a majority of the board of directors of such ultimate parent entity, and (iii) the direct or indirect acquisition by any Person or group of Persons of all or substantially all of the assets of Morgan Stanley or Discover, as applicable.

“ Confidential Information ” has the meaning set forth in Section 7.01.

“ Data Protection Laws ” means the European Commission Data Protection Directive (95/46/EC) or Data Protection Act 1998 or any implementing or related legislation of any member state in the European Economic Area.

“ Delaware Commissioner ” means the Office of the Delaware State Bank Commissioner or any successor thereto.

“ Discover ” has the meaning set forth in the preamble hereto.

“ Discover Entity ” means any member of the Discover Group.

“ Discover Group ” means Discover and its Subsidiaries as of and after the Distribution Date.

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“Discover Systems” means any computer software program or routine or part thereof owned, licensed or provided by or for any Discover Entity which is used by any Morgan Stanley Entity or its suppliers on any Discover Entity’s behalf pursuant to this Agreement, each as modified, maintained or enhanced from time to time by any Discover Entity, any Morgan Stanley Entity or any third party.

“ Distribution ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ FDIC ” means the Federal Deposit Insurance Corporation or any successor thereto.

“ force majeure ” has the meaning set forth in Section 8.05.

“ FSA ” means the United Kingdom Financial Services Authority or any successor thereto.

“ Governmental Authority ” means any multinational, foreign, federal, state, local or other governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral authority which has any jurisdiction or control over either party (or their Affiliates), including without limitation the FSA, FDIC and the Delaware Commissioner.

“ Gramm-Leach-Bliley Act ” means the Gramm-Leach-Bliley Act of 1999, or any successor federal statute thereto, and the rules and regulations thereunder, as may be amended or supplemented from time to time.

“ Group ” means the Discover Group or Morgan Stanley Group as applicable.

“ Insolvency Event ” means with respect to either party, as applicable, (i) the making by such party of any assignment for the benefit of creditors of all or substantially all of its assets or the admission by such party in writing of its inability to pay all or substantially all of its debts as they become due; (ii) the adjudication of such party as bankrupt or insolvent or the filing by such party of a petition or application to any tribunal for the appointment of a trustee or receiver for such party or any substantial part of the assets of such party; or (iii) the commencement of any voluntary or involuntary bankruptcy proceedings (and, with respect to involuntary bankruptcy proceedings, the failure to be discharged within sixty (60) days), reorganization proceedings or similar proceeding with respect to such party or the entry of an order appointing a trustee or receiver or approving a petition in any such proceeding.

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“ Morgan Stanley ” has the meaning set forth in the preamble hereto.

“ Morgan Stanley Entity ” means any member of the Morgan Stanley Group.

“ Morgan Stanley Group ” means Morgan Stanley and its Subsidiaries (other than any Subsidiary or member of, or other entity in, the Discover Group) as of and after the Distribution Date.

“Morgan Stanley Systems” means any computer software program or routine or part thereof owned, licensed or provided by or for any Morgan Stanley Entity which is used by any Discover Entity or its suppliers on any Morgan Stanley Entity’s behalf pursuant to this Agreement, each as modified, maintained or enhanced from time to time by any Morgan Stanley Entity, any Discover Entity or any third party.

“ Non-Compliance Notice ” has the meaning set forth in Section 5.08.

“ Payer ” has the meaning set forth in Section 3.02(c).

“ Payee ” has the meaning set forth in Section 3.02(c).

“ Payment Date ” has the meaning set forth in Section 3.03(b).

“ Person ” means individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a governmental or political subdivision or an agency or instrumentality thereof.

“ Personal Information ” means personally identifiable information as defined under applicable Data Protection Laws of either party which the other party receives or to which the other party otherwise has access.

“ Prior Agreements ” has the meaning set forth in Section 8.01.

“ Provider ” has the meaning set forth in Section 2.01.

“ Provider Entity ” means any member of the Provider Group.

“ Provider Group ” means, as the context requires, the Discover Group or the Morgan Stanley Group.

“ Provider Indemnified Person ” has the meaning set forth in Section 5.02.

“ Recipient ” has the meaning set forth in Section 2.01.

“ Recipient Entity ” means any member of the Recipient Group.

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“ Recipient Group ” means, as the context requires, the Discover Group or the Morgan Stanley Group.

“ Recipient Indemnified Person ” has the meaning set forth in Section 5.04.

“ Schedule ” means a Schedule attached hereto forming part of this Agreement and “Schedules” shall have a corresponding meaning.

“ Separation and Distribution Agreement ” means the Separation and Distribution Agreement dated as of [            ], 2007, by and between Morgan Stanley and Discover.

“ Service Costs ” has the meaning set forth in Section 3.01.

“ Services ” has the meaning set forth in Section 2.01.

“ Subsidiary ” means, with respect to any Person, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person; provided that for the purposes of Sections 2.02, 2.03 and 4.01, shall be limited to those Subsidiaries of a Person as at the Distribution Date only and any Subsidiaries formed in connection with any internal reorganization of such Person.

“ Supplier ” has the meaning set forth in Section 3.02(b).

“ Supply Recipient ” has the meaning set forth in Section 3.02(b).

“Systems” means the Morgan Stanley Systems or the Discover Systems, individually, or the Morgan Stanley Systems and the Discover Systems, collectively, as the context may indicate or require.

“ Tax ” means any tax, levy, impost, duty or other similar charge (including any penalty or interest payable in connection with any failure to pay or delay in paying the same).

“ Total Voting Power ” means, with respect to any Person, the total combined voting power of all securities of such Person entitled to vote generally in the election of directors of such Person.

“VAT ” means value added tax implemented by member states of the European Union pursuant to Directive 2006/112/EC and legislation supplemental thereto, and any tax of a similar nature imposed under the laws of any jurisdiction which is not a member state of the European Union.

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ARTICLE 2

P URCHASE A ND S ALE O F S ERVICES

Section 2.01 . Purchase and Sale of Services. On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below, each of Morgan Stanley and Discover (each in its capacity as provider of Services, “ Provider ”) agrees to provide to the other party (in its capacity as recipient of Services, “ Recipient ”), or procure the provision to Recipient of, and Recipient agrees to purchase from Provider, the transition services (the “ Services ”) as set forth on the Schedules.

Section 2.02 . Subsidiaries. It is understood that (i) the Services to be provided to Recipient under this Agreement shall, at Recipient’s request, be provided to any Person that is a Subsidiary of Recipient and (ii) Provider may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries to provide or procure such Services. With respect to Services provided to, or procured on behalf of, any Subsidiary of Recipient, Recipient agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Services pursuant to this Agreement.

Section 2.03 . No Additional Services . Except for the Services expressly contemplated to be provided in accordance with Section 2.01, Provider shall have no obligation under this Agreement to provide any services to the Recipient Group. Provider agrees to consider in good faith (but shall have no obligation to accept) any requests by Recipient for the provision of any continued or additional services that Recipient considers are reasonably necessary (x) to accommodate normal growth in Recipient’s business or (y) to transfer responsibility for the provision of any Services from Provider to Recipient or any third party as Recipient may designate during the term of this Agreement, and upon termination or expiration of any Service or of this Agreement. Any such continued or additional services will be on such terms and conditions (including pricing) as the parties shall mutually agree.

Section 2.04 . Services Provided by Recipient . If it is necessary for Recipient to provide any services or resources to Provider or any third party regarding any aspect of the Recipient Group business or Services (the “ Recipient Services ”) so that Provider, any Subsidiary of Provider or third party provider may provide or have provided the Services hereunder, Recipient shall provide such services or resources (i) in a timely and effective manner; (ii) without cost to Provider, any Subsidiary of Provider or any third party and (iii) in a manner that ensures that the nature, quality and standard of care of the Recipient Services provided shall be substantially the same as have been provided by the Recipient Group’s business during the twelve months prior to the date hereof (such twelve-month period, the “ Baseline Period ”).

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Section 2.05. Third Party Licenses and Consents . Provider and Recipient shall use commercially reasonable efforts to obtain all governmental or third party licenses and consents required for the provision of any Service by Provider in accordance with the terms of this Agreement; provided that the costs relating to obtaining any such licenses or consents shall be borne by Recipient; provided further that Provider shall not be required to provide such Service (x) unless and until the required licenses and/or consents have been obtained or (y) in the event the required licenses and/or consents are terminated or revoked.

ARTICLE 3

S ERVICE C OSTS ; O THER C HARGES

Section 3.01 . Service Costs Generally . Unless any Schedule hereto indicates otherwise or the parties shall agree in writing to a different arrangement, for each period in which Recipient receives a Service hereunder, Recipient shall pay Provider such fees and costs as set forth in Exhibit A hereto (“ Service Costs ”) which costs shall be adjusted appropriately in the event of the termination of any Service or as otherwise contemplated by this Agreement.

Section 3.02 . Taxes. (a) Recipient shall pay all applicable sales or use taxes incurred with respect to provision of the Services. These taxes shall be incremental to other payments or charges identified in this Agreement.

(b) All amounts to be paid under this Agreement shall be exclusive of VAT, if any. Where, under this Agreement, any person (the “ Supplier ”) makes or is deemed to make a supply to another person (the “ Supply Recipient ”) for VAT purposes and VAT is or becomes chargeable in respect of such supply, the Supply Recipient shall pay to the Supplier an amount equal to such VAT: (i) where the consideration for such supply consists wholly of money, at the same time as paying such consideration; or (ii) where the consideration does not consist wholly of money, on or before the later of the date which is 30 days after the date on which such VAT is demanded in writing or when the supply is made; provided that the Supply Recipient shall first have received an invoice in respect of such supply.

(c) Where this Agreement requires any party (the “ Payer ”) to reimburse another party (the “ Payee ”) for any costs or expenses, the Payer shall also at the same time pay and indemnify the Payee against all VAT incurred by the Payee in respect of the costs or expenses to the extent that the Payee determines that neither it, nor any other member of any group of which it is a member for VAT purposes, is entitled to credit or repayment from the relevant tax authority in respect of VAT.

(d) All sums payable under this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the amount of the payment due from the party required to

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make such payment (other than amounts of interest) shall be increased to an amount which after any withholding or deduction leaves an amount equal to the payment which would have been due if no such deduction or withholding had been required.

Section 3.03 . Invoicing and Settlement of Costs . (a) Unless any Schedule hereto indicates otherwise or the parties shall agree in writing to a different arrangement, Provider shall invoice or notify in writing the [title of officer] of Recipient on a monthly basis (not later than the [            ] day of each month).

(b) Recipient agrees to pay on or before 45 days after the date on which Provider invoices Recipient for the Service Costs (or the next Business Day, if such day is not a Business Day) (each, a “ Payment Date ”) by wire transfer of immediately available funds payable to the order of Provider all amounts invoiced by Provider pursuant to Section 3.03(a) during the preceding calendar month. If Recipient fails to pay any monthly payment within 45 days of the relevant Payment Date, Recipient shall be obligated to pay, in addition to the amount due on such Payment Date, to the extent permitted by Applicable Law, interest on such amount at the [            ] rate compounded monthly from the relevant Payment Date through the date of payment.

ARTICLE 4

T HE S ERVICES

Section 4.01 . Standards of Service . (a) The level or volume of any specific Service required to be provided to Recipient hereunder shall not exceed the level or volume of such Service as historically utilized by the Recipient Group during the Baseline Period. In providing any Service, Provider shall have no obligation to allocate human, equipment or other resources in excess of the level of resources historically allocated to the provision to the Recipient Group of such Service by Provider during the Baseline Period.

(b) The manner, nature, quality and standard of care applicable to the delivery by Provider of the Services hereunder shall be substantially the same as that of similar services which Provider provides from time to time throughout its business.

(c) Provider agrees that all Services it provides or causes to be provided will be provided in compliance with Applicable Law.

(d) Upon a sale or other disposition of any portion of the Recipient Group’s business, assets or properties, Provider’s obligation to provide any Service in respect of the business, assets or properties so disposed shall terminate, and the aggregate level or volume or such Service required to be provided to the Recipient

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Group and (if applicable) the Service Costs payable by Recipient in respect thereof shall be reduced appropriately. If any member of the Recipient Group shall purchase, lease or otherwise acquire any business, assets or properties or rights in respect thereof, Provider shall have no obligation to provide any Services hereunder in respect of such acquired business, assets or properties.

Section 4.02 . Changes to the Services. It is understood and agreed that Provider may from time to time modify, change or enhance the manner, nature, quality and/or standard of care of any Service provided to Recipient to the extent Provider is making a similar change in the performance of such services for the Provider Group and provided that any such modification, change or enhancement will not reasonably be expected to have a material adverse effect on such Service. Provider shall furnish to Recipient substantially the same notice (in content and timing), if any, as Provider furnishes to its own organization with respect to such modifications, changes or enhancements. Any incremental expense incurred by Provider in making any such modification, change or enhancement to the Services performed hereunder or in providing such Services on an ongoing basis shall be taken into account in the calculation of Service Costs as contemplated by Section 2.01.

Section 4.03 . Management of Services By Provider. Except as may otherwise be expressly provided in this Agreement, the management of and control over the provision of the Services by Provider shall reside solely with Provider and notwithstanding anything to the contrary Provider shall be permitted to choose the methodology, systems and applications it utilizes in the provision of such Services. The provision, use of and access to the Services shall be subject to (i) any technical and operational changes that may be required to manage any restrictions imposed by Provider in respect of data access; (ii) Providers’ business, operational and technical environment, standards, policies and procedures as may be modified from time to time; (iii) any Recipient Services and/or other third party services, resources or dependencies; (iv) any Applicable Law; and (v) the terms of this Agreement.

Section 4.04 . Operating Committee. (a) The parties shall use an operating committee (the “ Operating Committee ”) to implement the terms of this Agreement. Each of Morgan Stanley and Discover shall appoint three employees to the Operating Committee and designate one of such employees to be such party’s lead representative (each, a “ Lead Representative” ) for the purpose of fielding queries from representatives of the relevant Group concerning the implementation and ongoing operation of this Agreement. In addition, the Lead Representatives shall have such other functions and responsibilities as may be determined by the Operating Committee from time to time. The Operating Committee will oversee the implementation and ongoing operation of this Agreement and shall attempt in good faith to resolve disputes between the parties. Each of the parties shall have the right to (i) replace one or more of its Operating

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Committee members at any time with employees or officers with comparable knowledge, expertise and decision-making authority and (ii) designate an alternative Lead Representative.

(b) The Operating Committee shall act by a majority vote of its members. If the Operating Committee fails to make a decision, resolve a dispute or agree upon any necessary action, the unresolved matter shall be referred to [Name] of Morgan Stanley and [Name] of Discover, who shall attempt in good faith within a period of 14 days to conclusively resolve any such matter.

(c) During the term of this Agreement, the full Operating Committee shall meet at such times as may be required by either Lead Representative. Meetings of the Operating Committee may be in person or via teleconference and shall be convened and held in accordance with such procedures as the Operating Committee may determine from time to time.

Section 4.05. Disaster Recovery and BCP. Each party will maintain and operate and shall use reasonable efforts to ensure that all material subcontractors shall maintain and operate contingency, business continuity and disaster recovery facilities and procedures for the purposes of performing its obligations under this Agreement consistent with the facilities and procedures maintained and operated by such party in respect of its business generally.

ARTICLE 5

D ISCLAIMER , L IABILITY A ND I NDEMNIFICATION

SECTION 5.01 . EXCLUSION OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS” WITH NO WARRANTIES, AND PROVIDER EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER.

Section 5.02. Limitation of Liability . (a) Recipient agrees that none of the members of the Provider Group and their respective directors, officers, agents, and employees (each, a “ Provider Indemnified Person ”) shall have any liability, whether direct or indirect, in contract or tort or otherwise, to any Recipient Entity or any other Person for or in connection with the Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of Provider Indemnified Person in connection with any such Services or

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transactions, except to the extent any damages have been finally determined by a court of competent jurisdiction to have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any such Services, actions or inactions.

(b) Notwithstanding the provisions of Section 5.02(a), none of the members of the Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with any of the Services or the performance of or failure to perform Provider’s obligations under this Agreement. This disclaimer applies without limitation (i) to claims arising from the provision of the Services or any failure or delay in connection therewith, (ii) to claims for lost profits, (iii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iv) regardless of whether such damages are foreseeable or whether any member of the Provider Group has been advised of the possibility of such damages.

(c) None of the members of the Provider Group shall have any liability to any Recipient Entity or any other Person for failure to perform Provider’s obligations under this Agreement or otherwise, where such failure to perform is not caused by the gross negligence or willful misconduct of the Provider Entity providing such Services and such failure to perform similarly affects the Provider Group receiving such Services and does not have a disproportionately adverse effect on the Recipient Group, taken as a whole.

(d) In addition to the foregoing, Recipient agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages and those of the other Recipient Entities, whether direct or indirect, due to, resulting from or arising in connection with any failure by Provider to comply fully with its obligations under this Agreement.

Section 5.03. Indemnification of Provider by Recipient . Recipient agrees to indemnify and hold harmless each Provider Indemnified Person from and against any damages, and to reimburse each Provider Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectively, “ Actions ”), arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that Recipient shall not be responsible for any damages of any Provider Indemnified Person to the extent such damages have been finally determined by a court of competent jurisdiction to have resulted from such Provider Indemnified

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Person’s gross negligence or willful misconduct in connection with any of the advice, actions, inactions, or Services referred to above (it being understood and agreed that the provision by any Provider Entity of any of the Services without obtaining the consent of any party to any contract or agreement to which any Provider Entity is a party as of the date hereof shall not constitute gross negligence or willful misconduct by any Provider Entity; provided that the relevant Provider Entity has used commercially reasonable efforts to obtain the relevant consent).

Section 5.04. Indemnification of Recipient by Provider . Provider agrees to indemnify and hold harmless each member of the Recipient Group and their respective directors, officers, agents, and employees (each, a “ Recipient Indemnified Person ”) from and against any damages, and shall reimburse each Recipient Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, or defending any Action, to the extent such damages have been finally determined by a court of competent jurisdiction to have arisen out of the gross negligence or willful misconduct of any Provider Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement.

Section 5.05 . Taxes. If a party is required to make any payment under Section 5.03 or 5.04, it shall upon demand pay to the Person receiving such payment an amount equal to any loss, liability or cost which the receiving Person determines will or has been (directly or indirectly) suffered or incurred on account of Tax by the receiving Person in respect of such payment, net of any Tax benefit arising in respect of the damages giving rise to such payment.

Section 5.06 . Indemnification as Exclusive Remedy. Except for the termination rights provided under Sections 6.02(b) and 6.02(c), the indemnification provisions of this Article 5 shall be the exclusive remedy for breach of the Agreement.

Section 5.07 . Conduct of Proceedings. Any proceedings relating to indemnification under Section 5.03 or 5.04 or Clause (b) of Exhibit B shall be conducted in accordance with the procedures set forth in Section 7.03 of the Separation and Distribution Agreement.

Section 5.08. Notice of Certain Matters . If Recipient at any time believes that Provider is not in full compliance with its obligations under Sections 4.01(a), 4.01(b) or 4.01(c), Recipient shall so notify Provider in writing promptly (but not later than 15 days) after becoming aware of such possible non-compliance by Provider. Such notice (a “ Non-Compliance Notice ”) shall set forth in reasonable detail the basis for Recipient’s belief as well as Recipient’s view as to the steps to be taken by Provider to address the possible non-compliance. For the 30 days after receipt of such a notice, appropriate representatives of Provider and Recipient shall work in good faith to develop a plan to resolve the matters referred to in the Non-Compliance

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Notice. In the event such matters are not resolved through such discussions, Recipient may elect to terminate Provider’s obligation to provide or procure, and its obligation to purchase, the Service or Services referred to in its Non-Compliance Notice in accordance with Section 6.02. In the event such matters are resolved through such discussions and Recipient does not elect to terminate such Service or Services within 15 days of the end of the 30-day period referred to in the third sentence of this Section 5.07, Recipient shall not be entitled to deliver another Non-Compliance Notice or pursue other remedies with respect to same or any substantially similar matter so long as Provider complies in all material respects with the terms of such resolution. In no event shall any termination of this Agreement pursuant to this Section 5.07 limit or affect Recipient’s right to seek remedies in respect of any breach by Provider of any of its obligations under this Agreement prior to such termination.

ARTICLE 6

T ERM AND T ERMINATION

Section 6.01. Term . Except as otherwise provided in this Article 6, in Section 8.05, or in any Schedule or as otherwise agreed in writing by the parties, the term of this Agreement with respect to each Service shall commence as of the Distribution Date or, if later, the date on which such Service is added as a Schedule, and shall cease as of the applicable date set forth in the applicable Schedule or such earlier date as determined in accordance with Section 6.02. This Agreement shall terminate in its entirety upon the expiration of the terms (as determined pursuant to the preceding sentence) of all Services; provided that the provisions of Articles 4 (other than Section 4.04), 5, 6, 7 and 8 shall survive any such termination indefinitely.

Section 6.02. Termination . (a) Except as otherwise provided in any Schedule hereto, Recipient may from time to time terminate this Agreement with respect to one or more of the Services it receives, in whole or in part, upon giving at least 60 days’ prior notice to Provider.

(b) Provider may terminate any Service or any part thereof it provides at any time if (i) a related Service or a third party service pursuant to which Provider provides such Service to Recipient has been terminated or (ii) Recipient shall have failed to perform any of its material obligations under this Agreement relating to any such Service, Provider has notified Recipient in writing of such failure and such failure shall have continued for a period of 60 days after receipt by Recipient of written notice of such failure. For the avoidance of doubt, the failure by Recipient to pay the full amount of any invoice when due shall be considered a breach of Recipient’s material obligation under this Agreement. With respect to clause (i) of this Section 6.02(b), if Provider receives written notice from any third party service provider that such Person intends to terminate such service, Provider

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and Recipient shall use commercially reasonable efforts to secure the continued provision of that service from such third party or an alternative service provider; provided that any costs incurred in doing so shall be borne by Recipient.

(c) Recipient may terminate any Service it receives as provided in the applicable Schedule or at any time if Provider shall have failed to perform any of its material obligations under this Agreement relating to any such Service, Recipient has notified Provider in writing of such failure, and such failure shall have continued for a period of 30 days after receipt by Provider of written notice of such failure.

(d) At any time following announcement of a transaction involving a Change of Control of Recipient, Provider may elect, by delivery of notice in writing to Recipient, to terminate any or all Services hereunder, such termination to take effect, subject to Section 6.02(a), on the date or dates specified by Provider in such notice; provided that without the written consent of Recipient, no such termination of Service shall occur prior to the closing of such Change of Control transaction.

(e) Either party may terminate this Agreement at any time with immediate effect upon serving written notice upon the other party if the other party suffers an Insolvency Event.

Section 6.03. Effect of Termination . (a) Other than as required by law, upon termination of any Service pursuant to Section 6.02, Provider shall have no further obligation to provide the terminated Service and Recipient shall have no obligation to pay any fees relating to such Services or make any other payments hereunder; provided that notwithstanding such termination, (i) Recipient shall remain liable to Provider for fees owed and payable in respect of Services provided prior to the effective date of the termination, and (ii) Provider shall continue to charge Recipient for administrative and program costs relating to benefits paid after but incurred prior to the termination of any Service and other services required to be provided after the termination of such Service and Recipient shall be obligated to pay such expenses in accordance with the terms of this Agreement.

(b) Termination of this Agreement as provided for herein shall not prejudice or affect any rights or remedies which shall have accrued or shall thereafter accrue to either party.

(c) Following notice of termination of any Service, Provider and Recipient agree to cooperate in providing for an orderly transition of such Service to Recipient or a successor service provider. Provider agrees to (i) provide promptly, and in any event no later than [            ] days following termination of such Service, copies in a usable format then in existence designated by Provider, of all records relating directly or indirectly to benefit determinations of Recipient

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employees, including but not limited to compensation and service records (to the extent relevant to such Service), correspondence, plan interpretative policies, plan procedures, administrative guidelines, minutes, or any data or records required to be maintained by law and (ii) cooperate reasonably with Recipient in developing a transition schedule. Recipient shall promptly reimburse Provider, upon request, for any and all reasonable costs and expenses incurred by Provider or any of its Subsidiaries arising out of or in connection with the performance of its obligations under this Section 6.03(c). For the avoidance of doubt, this Section 6.03(c) is subject to the provisions of Section 2.03.

ARTICLE 7

A DDITIONAL A GREEMENTS

Section 7.01. Confidential Information . The parties hereby covenant and agree to maintain confidential all Confidential Information relating to the other party or any of such other party’s Subsidiaries. Without limiting the generality of the foregoing, each party shall cause its employees and agents to exercise the same level of care with respect to Confidential Information relating to the other party or any of its Subsidiaries as it would with respect to proprietary information, materials and processes relating to itself or any of its Subsidiaries. “ Confidential Information ” shall mean all information, materials and processes relating to a party or any Subsidiary of such party obtained by the other party or any Subsidiary of such other party at any time (whether prior to or after the date hereof) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) relating to, arising out of or in connection with the Services rendered or to be rendered hereunder and shall include, but not be limited to, economic and business information or data, business plans, computer software and information relating to employees, vendors, customers, products, financial performance and projections, processes, strategies and systems but shall not include (i) information which becomes generally available to the public other than by release in violation of the provisions of this Section 7.01, (ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement, provided the party in question reasonably believes that such source is not or was not bound to hold such information confidential and (iii) information acquired or developed independently by a party without violating this Section 7.01 or any other confidentiality agreement with the other party. Except with the prior written consent of the other party, each party will use the other party’s Confidential Information only in connection with the performance of its obligations hereunder and each party shall use commercially reasonable efforts to restrict access to the other party’s Confidential Information to those employees of such party requiring access for the purpose of providing Services hereunder. Notwithstanding any provision of this Section 7.01 to the contrary, a party may disclose such portion of the Confidential Information relating to the other party to

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the extent, but only to the extent, the disclosing party reasonably believes that such disclosure is required under law or the rules of a Governmental Authority; provided that the disclosing party first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. The parties acknowledge that money damages would not be a sufficient remedy for any breach of the provisions of this Section 7.01 and that the non-breaching party shall be entitled to equitable relief in a court of law in the event of, or to prevent, a breach or threatened breach of this Section 7.01.

Section 7.02 . Ownership of Assets. (a) Morgan Stanley Systems and any and all enhancements thereof or improvements thereto are and shall remain the sole exclusive property of the Morgan Stanley Entities and their suppliers. From and after the creation of any and all such Morgan Stanley Systems or enhancements thereof or improvements thereto by Discover or by any contractor, Affiliate or other third party on Discover’s behalf, in each case, pursuant to this Agreement, Discover agrees to assign and hereby assigns to Morgan Stanley or the applicable Morgan Stanley Entity, any and all right, title and interest that Discover or such contractor, Affiliate or third party may have in such Morgan Stanley Systems or enhancements thereof or improvements thereto.

(b) Discover Systems and any and all enhancements thereof or improvements thereto are and shall remain the sole exclusive property of the Discover Entities and their suppliers. From and after the creation of any and all such Discover Systems or enhancements thereof or improvements thereto by Morgan Stanley or by any contractor, Affiliate or third party on Morgan Stanley’s behalf, in each case, pursuant to this Agreement, Morgan Stanley agrees to assign and hereby assigns to Discover or the applicable Discover Entity, any and all right, title and interest that Morgan Stanley or such contractor, Affiliate or third party may have in such Discover Systems or enhancements thereof or improvements thereto.

(c) From the date hereof until the termination of this Agreement, each party grants to the other and its suppliers a non-exclusive, royalty-free right and license to use the Morgan Stanley Systems or the Discover Systems, as applicable, solely to provide the Services contemplated hereunder. Notwithstanding anything to the contrary hereunder, each party agrees to cooperate with the other (and shall cause its suppliers to so cooperate) to cause the orderly return of the other party’s Systems and property upon the termination of this Agreement or upon written request, whichever is earlier.

(d) With respect to any Systems that a Morgan Stanley Entity or a Discover Entity, as applicable, is required to maintain or enhance hereunder, as between Morgan Stanley and Discover, all right, title and interest in and to such enhancements and any related documentation, whether created by the party that

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provides the Service or any contractor, Affiliate or supplier on such party’s behalf, shall be owned exclusively by and vested exclusively in the party by or for whom the applicable System is owned, licensed or provided.

(e) As between any Morgan Stanley Entity, on the one hand, and any Discover Entity, on the other hand, all right, title and interest in and to all data processed hereunder shall be owned exclusively by the Morgan Stanley Entity or Discover Entity that originally supplied it to the other. Morgan Stanley and Discover hereby assign to the other, and shall cause any of its or their contractors, Affiliates or suppliers to assign to the other, as applicable, all right, title and interest that Morgan Stanley or Discover, as applicable, may have in the other’s data.

(f) Each party shall have written agreements with its employees consistent with past practices, and shall cause any contractor, Affiliate or third party performing Services on its behalf pursuant to this Agreement to also have written agreements with its employees that are consistent with its obligations hereunder, including the obligations to disclose and assign all right, title and interest in intellectual property rights as contemplated in Sections 7.01 and 7.02. Each party agrees not to voluntarily terminate or to amend or modify such agreements with respect to the provisions described above without providing at least 30 days prior written notice thereof and further agrees that any such amendments or modifications to such agreements shall be prospective only.

Section 7.03 . Security. (a) Each member of the Recipient Group and its employees, authorized agents and subcontractors shall only use or access Services and/or any of Provider’s Systems, premises or data such Person is authorized by Provider to use or access. In no event shall any member of the Recipient Group and its employees, authorized agents and subcontractors access any Services and/or any of Provider’s Systems, premises or data without Provider’s prior written consent. Each member of the Recipient Group and its employees, authorized agents and subcontractors shall comply with Provider’s policies and procedures in relation to the use and access of the Services and Provider’s Systems.

(b) In connection with the provision of Services hereunder, to the extent either party has access to or acquires Personal Information such party will, and will cause the relevant member of its Group to, comply with, as applicable, Title V of Gramm-Leach-Bliley Act, the Data Protection Laws and any other laws concerning Personal Information. Without limiting the generality of the foregoing, both parties agree to comply with the covenants set forth in Exhibit B .

Section 7.04 . Access To Information. (a) The provisions of Section 5.01 of the Separation and Distribution Agreement shall apply to matters arising in connection with, or otherwise relating to, the provision of Services hereunder.

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(b) For the avoidance of doubt, if requested by Recipient, Provider will permit Recipient such access to Provider’s books, records, accountants, accountants’ work papers, personnel and facilities with respect to the Services as is reasonably necessary to enable the management of Recipient to demonstrate compliance with the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations of the Securities Exchange Commission promulgated thereunder. In connection with the foregoing, if at any time Recipient shall identify any material deficiencies in the processes utilized by Provider in the provision of Services hereunder, Provider and Recipient will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls.

Section 7.05 . Labor Matters. All labor matters relating to employees of Provider and its Subsidiaries (including, without limitation, employees involved in the provision of Services to any Recipient Entity) shall be within the exclusive control of Provider, and Recipient shall not take any action affecting such matters. Nothing in this Agreement is intended to transfer the employment of employees engaged in the provision of any Service from one party to the other, whether pursuant to the European Union Acquired Rights Directive or otherwise. All employees and representatives of a party and any of its Affiliates will be deemed for all compensation, employee benefits, tax and social security contribution purposes to be employees or representatives of such party or its Affiliates (or their subcontractors) and not employees or representatives of the other party or any of its Affiliates (or their subcontractors). In providing the Services, such employees and representatives will be under the direction, control and supervision of Provider or its Affiliates (or their subcontractors) and not of Recipient.

ARTICLE 8

M ISCELLANEOUS

Section 8.01 . Prior Agreements . In the event there is any conflict between the provisions of this Agreement, on the one hand, and provisions of prior services agreements among any Provider Entity and any Recipient Entity (the “ Prior Agreements ”), on the other hand, the provisions of this Agreement shall govern.

Section 8.02. Other Agreements . In the event there is any inconsistency between the provisions of this Agreement, on the one hand, and the provisions of the Separation and Distribution Agreement, on the other hand, the provisions of the Separation and Distribution Agreement shall govern.

Section 8.03. No Agency; Independent Contractor Status . Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed to constitute any

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party the agent or employee of the other party for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. The parties hereto acknowledge and agree that Provider is an independent contractor in the performance of each and every part of this Agreement and nothing herein shall be construed to be inconsistent with this status. Provider shall have the authority to select the means, methods and manner by which any Service is performed.

Section 8.04. Subcontractors . (a) Provider may hire or engage one or more subcontractors to perform all or any of its obligations under this Agreement; provided that, subject to Section 5.02, Provider shall in all cases remain primarily responsible for ensuring that obligations with respect to the standards of services set forth in this Agreement are satisfied with respect to any Service provided by a subcontractor hired or engaged by Provider.

(b) If Recipient terminates any Service prior to its scheduled expiration and as a result of such termination any Provider Indemnified Person suffers or incurs any liability or damages arising out of or in connection with any third party contract pursuant to which Recipient had received the relevant Service, such Provider Indemnified Person shall be entitled to indemnification in accordance with Section 5.03.

Section 8.05. Force Majeure . (a) For purposes of this Section 8.05, “ force majeure ” means an event beyond the reasonable control of either party, which by its nature could not have been foreseen by such party, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, threat, declaration, continuation, escalation or acts of war (declared or undeclared) or acts of terrorism, failure or shortage of energy sources, raw materials or components, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, and acts, omissions or delays in acting by any Governmental Authority or the other party.

(b) Without limiting the generality of Section 5.02(a), neither party shall be under any liability for failure to fulfill any obligation under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure; provided that such party shall have used commercially reasonable efforts to minimize to the extent practicable the effect of force majeure on its obligations hereunder; provided further that nothing in this Section 8.05 shall be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the affected party, are contrary to its interests. It is understood that the settlement of a strike, walkout, lockout or other labor dispute will be entirely within the discretion of the affected party. The party affected by the Force Majeure event shall notify the other party of that fact as soon as practicable.

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Section 8.06. Entire Agreement . This Agreement (including the Schedules constituting a part of this Agreement) and any other writing signed by the parties that specifically references this Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any Person other than the parties hereto, their Affiliates and their respective successors and permitted assigns any rights or remedies hereunder.

Section 8.07. Information . Subject to Applicable Law and privileges, each party hereto covenants and agrees to provide the other party with all information regarding itself and transactions under this Agreement that the other party reasonably believes are required to comply with all applicable federal, state, county and local laws, ordinances, regulations and codes, including, but not limited to, securities laws and regulations.

Section 8.08. Notices . Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:

  [            ]

  [            ]

or to such other addresses or telecopy numbers as may be specified by like notice to the other parties. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmission (receipt confirmed) on a Business Day prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent at or after 5 p.m. at the place of receipt, on the following Business Day) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.

Section 8.09. Governing Law . This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to the conflicts of laws rules thereof.

Section 8.10 . Jurisdiction. Any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or

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the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any other New York State court sitting in New York County, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.08 shall be deemed effective service of process on such party.

Section 8.11. WAIVER OF JURY TRIAL . THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.12. Severability . If any provision of this Agreement or any part thereof shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.

Section 8.13. Amendments and Waivers . (a) Any provision of this Agreement (including the Schedules hereto) may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 8.14. Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.

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Section 8.15. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

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Exhibit A

Service Costs

Exhibit B

Compliance with Gramm-Leach-Bliley Act and Data Protection Laws

(a) Each party agrees that it will, and will cause the relevant member of its Group to:

(i) process, use, maintain and disclose Personal Information only as necessary for the specific purpose for which the information was disclosed to it and only in accordance with the Agreement;

(ii) not disclose any Personal Information to any third party (including to the subject of such information) who does not have a need to know such Personal Information;

(iii) implement and maintain an appropriate security program, the terms of which shall meet or exceed the requirements for financial institutions under 17 CFR 248.30 and Data Protection Laws to (a) ensure the security and confidentiality of all information provided to it by any member of the other Group, including Personal Information (collectively, the “ information ”), (b) protect against any threats or hazards to the security or integrity of information, including unlawful destruction or accidental loss, alteration and any other form of unlawful processing, and (c) prevent unauthorized access to, use or disclosure of the information;

(iv) immediately notify the other party in writing if it becomes aware of (a) any disclosure or use of any information by such entity in breach of this Exhibit B , (b) any disclosure of any information to such entity where the purpose of such disclosure is not known, (c) any request for disclosure or inquiry regarding the information from a third party, and (d) any change in Applicable Law that is likely to have a substantial adverse effect on its ability to comply with this Exhibit B ;

(v) cooperate with each other and the relevant supervisory authority in the event of litigation or a regulatory inquiry concerning the information and abide by the advice of the other party and the relevant supervisory authority with regard to the processing of such information;

(vi) enter into further agreements as requested by the other party to comply with law from time to time;

(vii) at the other party’s direction at any time, and in any event upon any termination or expiration of the Agreement, immediately return to the relevant member of such party’s Group any or all information or destroy all records of such information;

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(viii) cause its subcontractors to act in accordance with this Exhibit B ; and

(ix) upon the termination of any Service, return to the relevant member of the other party’s Group any or all applicable information which is not necessary for the performance of another Service under the Agreement or destroy all records of such information.

(b) Each party warrants, represents and undertakes for itself and for and on behalf of the other members of its Group that to the extent that it allows access to, discloses, or transfers Personal Information to the other party that:

(i) the other party (including the other members of its Group and their employees, approved agents and subcontractors) shall have the right for the term of the relevant Service to use the Personal Information for the purposes of performing its rights and obligations under this Agreement;

(ii) the Personal Information which it supplies or discloses to the other party pursuant to this Agreement has been obtained fairly and lawfully and will be up to date, complete and accurate in all material respects;

(iii) it shall take all reasonable steps to ensure that the Personal Information can be lawfully used by the other party (including the other members of its Group and their employees, approved agents and subcontractors) for the purposes envisaged by this Agreement;

(iv) it has complied and will comply with all Applicable Law and regulations relating to Personal Information, including, but not limited to, the Data Protection Laws and with all relevant guidelines and guidance notes issued from time to time by the appropriate regulatory authorities; and

(v) it will indemnify and keep indemnified against all claims, proceedings, liabilities, damages, costs, expenses (including legal expenses on an indemnity basis), compensation, court or tribunal awards (including sums paid in settlement of any such claims) suffered or incurred by the other party (including the other members of its Group and their employees, approved agents and subcontractors) arising out of the use of the Personal Information during the course of this Agreement due to the breach of any warranty contained in this clause (b).

(c) Each party represents and warrants to the other party that it has no reason to believe that any Applicable Law will prevent it or the relevant member of its Group from fulfilling the obligations under this Exhibit B .

(d) To the extent that the Personal Information is subject to the Data Protection Laws, data subjects may enforce the provisions of this Exhibit B as a

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third-party beneficiary against the relevant party with respect to their Personal Information but only in cases where the relevant Group member has factually disappeared or has ceased to exist in law. Neither party objects to the data subjects being represented by an association or other body if they so wish and if permitted by national law.

(e) Each party may review the other party’s policies and procedures used to maintain the security and confidentiality of information, including auditing the relevant Group member concerning such policies and procedures. The provisions of this Exhibit B supplement, are in addition to, and will not be construed to limit any other confidentiality obligations under the Agreement. Any exclusion from the definition of Confidential Information contained in the Agreement shall not apply to Personal Information.

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Schedule 1

Morgan Stanley Services to Discover

Schedule 2

Discover Services to Morgan Stanley

Exhibit 10.4

TRANSITIONAL TRADE MARK LICENCE AGREEMENT

Agreement by and between Morgan Stanley & Co. International PLC, a United Kingdom corporation with offices at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom (“Licensor”) and Goldfish Bank Limited, a United Kingdom corporation with offices at 2 Hertsmere House, Canary Wharf, London, E14 4AB, United Kingdom (“Licensee”) made this              day of June, 2007 (the “Licence”) (collectively, the “parties”, individually, a “party”).

1. DEFINITIONS . The following terms shall have the following definitions when used in this Licence:

1.1 “ Change of Control ” shall mean (i) the direct or indirect acquisition (by merger, consolidation, business combination or otherwise) by any Person or group of Persons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d-5 under the Securities Exchange Act of 1934) of 50% or more of the Total Voting Power of Licensee, (ii) any merger, consolidation or other business combination of Licensee or an affiliate of Licensee with any Person after giving effect to which (x) the shareholders of Licensee immediately prior to such transaction do not own at least 50% of the Total Voting Power of the ultimate parent entity of the parties to such transaction or (y) individuals who were directors of Licensee immediately prior to such transaction (or their designees) do not constitute a majority of the board of directors of such ultimate parent entity, and (iii) the direct or indirect acquisition by any Person or group of Persons of all or substantially all of the assets of Licensee.

1.2 “Effective Date” shall mean the date written hereinabove.

1.3 “ Parent Licence Agreement” shall mean that agreement between Licensor and Morgan Stanley which authorizes Licensor to sublicense the Mark.

1.4 “Mark” shall mean the marks MORGAN STANLEY and MORGAN STANLEY and Design, and the registrations therefor in the European Union and the United Kingdom, as shown on Exhibit 1 to this Licence and the Domain Names.

1.5 “Marketing Partner” shall mean any third party to whom Licensee has previously granted the right to use the Mark solely in connection with the Services and any third party to whom Licensee grants the right to use the Mark during the Term solely in connection with the Services.

1.6 “Person” shall mean means individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a governmental or political subdivision or an agency or instrumentality thereof.

1.7 “Related Company” shall mean any company which is wholly owned, either directly or indirectly, by Morgan Stanley (with respect to Licensor Related Companies) or Discover Financial Services (with respect to Licensee Related Companies), at the time of this Licence and only so long as it remains wholly owned, either directly or indirectly, by either Morgan Stanley or Discover Financial Services, as applicable. For the avoidance of doubt, the companies listed in Exhibit 2 shall be Licensee’s Related Companies at the time of this Licence.

1.8 “Services” shall mean services relating to Licensee’s, or Related Companies’, credit card business and such services as are related and ancillary thereto including the offering of reward programmes, loans and insurance products.

1.9 “Standards of Quality” shall mean substantially the same standards of quality, service and other standards that have been observed as of the Effective Date by Licensee and/or Related Companies and/or Marketing Partners in the development, marketing, advertising, performance and sale of any Services offered under the Mark in the Territory.

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1.10 “Territory” shall mean the United Kingdom and the Internet (solely for purposes of promoting the Services to residents of the United Kingdom and providing the Services to existing customers).

1.11 “Total Voting Power” shall mean, with respect to any Person, the total combined voting power of all securities of such Person entitled to vote generally in the election of directors of such Person.

2. GRANT. Subject to the terms and condition of this Licence and pursuant to the Parent Licence Agreement:

2.1 Licensor hereby grants to Licensee a limited, non-transferable, royalty-free Licence to use the Mark in the Territory in connection with the Services as described in this Licence, including in connection with the advertising and promotion of the Services (“Advertising”), with the right to sublicense such right, but only to Related Companies and/or Marketing Partners (collectively, “Sublicensees”) in connection with the Services, provided that Licensee shall procure that such Sublicensees are likewise subject to all the terms and conditions of this Licence. Licensee shall cause its Sublicensees to comply with all the terms and conditions of the Licence and shall be responsible to Licensor for ensuring compliance by the Sublicensees with the terms and conditions of this Licence.

2.2 During the Term, Licensee and its Related Companies, but not its Marketing Partners, may use the Mark as part of their corporate names, trading names and/or assumed names.

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2.3 During the Term, Licensee and its Sublicensees may use the domain names listed in Exhibit 3 hereto (“Domain Names”) in connection with the Services offered under the Mark. In particular, but without limitation to the foregoing, the Licensee and its Related Companies shall be entitled to exercise the technical and administration rights in relation to the Domain Names and to create URLs within the Domain Names. Licensor shall make such Domain Names available to Licensee for its exclusive use (for the first two (2) years of the Term, unless this Licence is terminated earlier), or shared use with other Licensor Related Companies, as set forth in Exhibit 3.Licensor shall ensure that the Domain Names are managed as part of the domain name portfolio management services provided by VeriSign Inc. and shall provided three nominated users of the Licensee with online review-only access to the Domain Names in such VeriSign account.

2.3.1 For those Domain Names listed in Exhibit 3 as exclusive to Licensee, Licensee shall insert a prominently placed (e.g., “above the fold”) icon or other reference to Licensor (or its Related Companies) as reasonably requested by Licensor that links a user to a Licensor (or Related Company) website. The parties shall reasonably agree on the size, content and manner of any such reference.

2.3.2 For those Domain Names listed in Exhibit 3 as shared between the parties, and for those domains in Section 2.3.1 during the last year of the Term, the parties shall reasonably agree to the layout and content of such webpages associated with these Domains Names in a manner that directs the user to select a further Licensee or Licensor (or Related Company) website.

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2.3.3 Licensee agrees that as marketing and promotional material inventories are replenished during the Term, Licensee shall make commercially reasonable efforts to replace reference to any Domain Names with a domain name not containing or incorporating the Marks.

2.4 During the Term, the Licensee and its Sublicensees may use the phrase “Formerly known as the Morgan Stanley Credit Card” or such other similar phrase as has been approved in writing by Licensor, in its advertising, promotion and performance of the Services under the New Mark, provided that any such phrases shall not be used on the credit or debit cards directly.

2.5 During the Term, in relation to search keyterms regarding the Services that include the Mark or such other similar terms as has been approved in writing by Licensor, Licensee may procure such keyterms on google.co.uk and other search engines where the searcher is from a United Kingdom IP address .

2.6 Notwithstanding any rights granted herein, Licensee and its Sublicensee shall make commercially reasonable efforts to minimize the use of the mark “Morgan Stanley Dean Witter” and shall have no right to use such mark on any advertising or promotional materials.

2.7 Any and all rights not granted to Licensee are specifically reserved by Licensor.

2.8 Subject to clauses 2.6 and 2.7, Licensee and its Sublicensees shall only use the Mark in connection with any products and services offered or provided in relation to the Services, immediately prior to the Effective Date, by Licensee and/or its Sublicensees in the Territory (“Existing Products”).

2.9 If Licensee desires to use (or desires that a Sublicensee may use) the Mark in conjunction with any products and services which are (i) not Existing Products; and (ii) not covered by clause 2.7:

2.9.1 it shall make such request to Licensor in writing;

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2.9.2 Licensor shall, in its reasonable discretion, determine whether it will allow such use, and shall notify Licensee of such decision in writing within a reasonable time; and

2.9.3 if Licensor decides to allow such use, the parties shall negotiate a separate, royalty-bearing licence which shall also require that Licensee pay reasonable expenses for any additional trade mark or service mark registrations required if the Mark is not registered for use in the appropriate class of goods or services relating to such product or service;

2.10 During the Term, Licensee and its Sublicensees shall be entitled to offer and provide new products and/or services in the Territory under the Mark only to existing customers of Licensee and its Sublicensees who hold a credit card bearing the Mark in connection with loans and insurance products and associated services including travel services.

2.11 For the avoidance of doubt and notwithstanding any other provision of this Licence, the Licensee shall determine the specification, features, pricing and other terms and conditions of any and all Services in its sole discretion, provided that (i) any specifications, features, pricing or other terms and conditions of the Services does not bring Licensor or its affiliates into disrepute, and (ii) Licensee shall use its best endeavours to ensure that any marketing material containing the Mark is accurate and not false or misleading or deceptive or contain any statements which are derogatory or defamatory of any person or likely to bring the Licensor and its affiliates into disrepute.

3. TERM AND TERMINATION.

3.1 The purpose of this Licence is to allow for the smooth transition of the business of the Services conducted under the Mark in the Territory to a new trade mark (the “New Mark”). Therefore, the term of this Licence shall be for a maximum of three (3) years from the

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date of this Licence (the “Term” ), provided however, that Licensee uses reasonable commercial endeavours to select, develop and begin using the New Mark, as soon as practical, which New Mark shall not contain either the term “Morgan” or “Stanley” or any similar terms. Licensee shall inform Licensor in writing each calendar quarter of the then-current number of outstanding credit cards bearing the Mark under the Licence hereunder and shall provide a copy of its plan to migrate from the Mark to the New Mark to the Licensor.

3.2 With regard to a sublicense to a Related Company, such sublicense shall immediately terminate without notice if such company ceases to be a Related Company. With regard to a sublicense to a Marketing Partner, such sublicense shall immediately terminate without notice if such company ceases to be a Marketing Partner.

3.3 At any time following announcement of a transaction involving a Change of Control of Licensee, Licensor may elect, by delivery of notice in writing to Licensee, to terminate the Licence, such termination to take effect on the date specified in the notice; provided that without the written consent of Licensee, no such termination shall occur prior to thirty (30) days’ after the closing of such Change of Control transaction.

3.4 Licensor may terminate the Licence at any time with immediate effect upon serving written notice upon the Licensee if the Licensee suffers an Insolvency Event. For purposes of this Licence, “Insolvency Event” shall mean (i) the making by Licensee of any assignment for the benefit of creditors of all or substantially all of its assets or the admission by Licensee in writing of its inability to pay all or substantially all of its debts as they become due; (ii) the adjudication of Licensee as bankrupt or insolvent or the filing by Licensee of a petition or application to any tribunal for the appointment of a trustee or receiver for Licensee or any substantial part of the assets of Licensee; or (iii) the commencement of any voluntary or

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involuntary bankruptcy proceedings (and, with respect to involuntary bankruptcy proceedings, the failure to be discharged within sixty (60) days), reorganization proceedings or similar proceeding with respect to Licensee or the entry of an order appointing a trustee or receiver or approving a petition in any such proceeding.

3.5 Licensor may elect, by delivery of notice in writing to Licensee, to terminate the Licence, such termination to take effect on the date specified in the notice, if Licensee shall have failed to perform any of its material obligations under this Licence, Licensor has notified Licensee in writing of such failure and such failure shall have continued for a period of sixty (60) days after receipt by Licensee of written notice of such failure.

3.6 Upon termination of this Licence by Licensor, Licensee shall (and shall procure that its Sublicensees shall) cease any and all use of the Mark and the Domain Names.

4. QUALITY CONTROL.

4.1 All use of the Mark by Licensee and the Sublicensees shall be in compliance with the Standards of Quality. Licensee shall (and shall procure that its Sublicensees shall) not use nor permit the Mark and Domain Names to be used in any manner which, as a direct result of such use of the Mark, is likely to (i) subject Licensor to unfavorable regulatory action; (ii) violate any law; (iii) violate the rights of any person or entity (other than rights directly relating to the Mark); or (iv) subject Licensor to liability for any reason (other than as directly relating to the Mark). Any and all uses of the Mark and Domain Names shall be in accordance with all applicable national, European Union, local or other laws and regulations.

4.2 In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill associated with the Mark and the reputation of the Licensor, Licensor shall have the right to:

4.2.1 Obtain from Licensee reasonable information as to the nature and quality of the Services and the Advertising and the manner in which the Mark is used in connection with the Services and the Advertising.

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4.2.2 Itself or through an authorised representative, at any reasonable time or times during regular business hours on reasonable advanced written notice, visit the offices and facilities of Licensee where the Services are developed, designed, marketed, promoted, sold, serviced or rendered (i) up to two (2) times per calendar year; and (ii) additionally, if Licensor notifies Licensee in writing that it believes that the Services are not conforming to the Standards of Quality or other requirements of this Licence, which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include copies of any documentation relating to such nonconformity. Licensee shall use all reasonable endeavours to procure that its Sublicensees shall also provide such access to Licensor on the terms set out in this clause 4.2.2. Licensor may conduct a reasonable inspection and examination of such offices and facilities in order to satisfy itself that the Services are conforming to the Standards of Quality and the other requirements of this Licence provided that Licensor or its authorised representative shall comply with all codes of conduct and similar policies notified to Licensor by Licensee at all times while visiting the offices and facilities of Licensee and its Sublicensees.

4.2.3 In conducting any such inspection or examination, Licensor shall take all steps reasonably required by Licensee or its Sublicensees to minimize disruption to Licensee’s or Sublicensees’ business and to avoid disclosure of any confidential and proprietary information and materials, including, but not limited to, executing nondisclosure agreements, provided that such steps and agreements shall not prevent Licensor from pursuing any claims that it may have in connection with this Licence.

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4.2.4 Licensee agrees to furnish Licensor, from time to time as reasonably requested by Licensor but in any event no more than quarterly, representative samples of credit cards, invoices, advertising and promotional materials to which the Mark is affixed and representative samples showing other uses of the Mark, as well as any other particular uses of the Mark reasonably requested by Licensor.

4.3 If at any time the Services rendered or its Advertising fail, in the reasonable judgment of Licensor, to conform to the Standard of Quality in any material respect, Licensor shall notify Licensee of such failure in writing (which notice shall provide a description of the nonconformity that is reasonable under the circumstances and, if appropriate and available to Licensor, include samples of any nonconforming Advertising and copies of any documentation relating to such nonconformity). Licensee shall take all necessary steps to bring the Services and Advertising into conformity within thirty (30) days (or such other time period mutually agreed upon by the parties) after Licensee’s receipt of written notice of the nonconformity. Notwithstanding the foregoing, in the event Licensor and Licensee do not agree as to (i) whether a nonconformity exists, (ii) a remedy for the nonconformity, or (iii) the date by which the nonconformity will be corrected, the parties shall engage senior management of each party’s parent company to resolve such dispute.

5. INTELLECTUAL PROPERTY.

5.1 Licensee acknowledges that Licensor is the owner of the Mark, any marks which contain the Mark and the Domain Names. It is understood and agreed that nothing in this agreement will be deemed in any way to constitute an assignment by Licensor of the Mark

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and the Domain Names or of any rights therein, or to give Licensee or its Sublicensees any right, title or interest in and to the Mark or the Domain Names (except the right to make use thereof as provided for in this Licence).

5.2 Licensor shall maintain registrations for the Mark in the United Kingdom and CTM during the Term which protect the right of the Licensee to use the Mark as set out in this Licence.

5.3 Licensee shall (and shall procure that its Sublicensees shall) not register or apply to register in any trade mark office in any jurisdiction the Mark or any mark which contains the Mark. Licensee shall (and shall procure that its Sublicensees shall) also not register any domain name which contains the Mark or which is confusingly similar to the Mark in any gTLD or ccTLD. If Licensee or such Sublicensee registers or applies to register any such marks or domain names, Licensee shall (or Licensee shall procure that Sublicensee shall) assign such registration or application or domain name to Licensor.

5.4 Licensee shall (and Licensee shall procure that any Related Company which uses the Mark as part of its corporate, trading or assumed name shall) change such corporate, trading and/or assumed name prior to the end of the Term or earlier if the Licence is terminated hereunder.

5.5 Licensee shall (and shall procure that its Sublicensees shall) cooperate with Licensor with regard to the prosecution and maintenance of any applications, registration and registered user agreements with regard to the Mark and similar activities in relation to the application and registration of the Mark, including the supplying of specimens of use and executing any documents requested by Licensor for such purposes.

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5.6 Licensee shall (and shall procure that its Sublicensees shall) promptly notify Licensor of any infringement of the Mark in relation to the Services or any matter which Licensee reasonably believes does or is likely to adversely affect the goodwill of the Mark in relation to the Services and which comes to the attention of Licensee, provided that failure to so notify (other than due to wilful default) shall not constitute a breach of this Licence.

5.7 Subject to clause 5.8, Licensor shall retain all rights to bring all actions and proceedings in connection with infringement or misuse of the Mark at its sole discretion, provided that should Licensor not take action and proceedings against any person whom Licensee believes is committing an infringement or misuse of the Mark in relation to the Services, Licensee may escalate such decision to senior management at Licensor and Licensee for resolution.

5.8 Licensee shall be entitled to require Licensor to take action and proceedings against any person whom Licensee believes is committing an infringement of the Marks in a domain name solely through a UDRP arbitration proceeding or similar proceeding, in which event all costs so incurred (including without limitation any costs associated with Licensor’s involvement in such action) and recoveries made shall be for the account of Licensee.

5.9 Licensee shall (and shall procure that its Sublicensees shall) fully cooperate with Licensor in any action in relation to the Services which Licensor may take against an infringer of the Mark in the Territory or in any Domain Name dispute.

5.10 All costs incurred and recoveries made in relation to all actions and proceedings in connection with infringement or misuse of the Mark and the Domain Names shall, to such extent:

5.10.1 be for the account of Licensee if the actions and proceedings directly relate to a domain name,

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5.10.2 be for the account of Licensee if the actions and proceedings directly relate to the Services and Licensor has not granted a licence of the Mark to any third party,

5.10.3 be apportioned between Licensee and the relevant third party according to an agreed upon basis of apportionment if the actions and proceedings directly relate to the Services and Licensor has granted a licence to any third party for use of the Mark in relation to the Services, and

5.10.4 be for the account of Licensor if the actions and proceedings are outside the scope of the Services.

5.11 Licensor shall indemnify, defend and hold harmless Licensee and Sublicensees and their directors, officers, employees and agents from any third party claim, demand, or action for infringement of a third party trade mark arising out of or in connection with Licensor’s rights to the Mark and all costs, losses, damages, expenses (including legal expenses) and liabilities arising therefrom provided Licensee’s use (and, if applicable, the use by the affected Sublicensee) of the Mark is in compliance with this Licence.

5.12 Subject to clause 5.11, Licensee shall indemnify, defend and hold harmless Licensor and its affiliates and their directors, officers, employees and agents from any third party claim, demand or action in relation to its use, and the use by any of its Sublicensees, of the Mark in connection with the Services.

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6. USE OF MARK

6.1 Licensee shall (and shall procure that its Sublicensees shall) comply with the standards and guidelines with respect to the appearance and manner of use of the Mark set out in Exhibit 4.

7. MISCELLANEOUS

7.1 Governing Law . This Licence shall be governed by and construed in accordance with the laws of England, without regard to its choice of law principles. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any court of competent jurisdiction located in England for the purposes of adjudicating any matter arising from or in connection with this Licence.

7.2 Relief . Each party acknowledges that a breach of its obligations under this Agreement may, as determined by a court of competent jurisdiction, result in irreparable and continuing damage to the other party for which monetary damages would not be sufficient, and agrees that the other party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.

7.3 Assignment . This Licence shall not be assigned or transferred in whole or in part by Licensee without the prior written consent of Licensor, and any attempted assignment or transfer without such consent shall be null and void. Except as otherwise provided herein with respect to successors, this Licence is for the sole benefit of the parties to this Licence and their permitted successors and assigns and nothing in this Licence, express or implied, is intended to nor shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Licence.

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7.4 Cooperation . The parties agree to implement this Licence by executing or causing to be executed such additional and subsidiary agreements and other documents, and taking such other actions, as may be necessary or desirable fully to protect the Mark and effectively to carry out the terms of this Licence in accordance with applicable laws and regulations.

7.5 Notices . All notices, requests, claims, demands and other communications under this Licence shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following address (or at such other address for a party as shall be specified in a notice given in accordance with this subparagraph):

LICENSOR:

Morgan Stanley & Co. International PLC

25 Cabot Square

Canary Wharf

London E14 4QA

United Kingdom

Attn: General Counsel

With a copy to:

Morgan Stanley

1585 Broadway

New York, New York 10036

Attn: General Counsel

LICENSEE:

Goldfish Bank Limited

2 Hertsmere House

Canary Wharf

London E14 4AB

United Kingdom

Attn: General Counsel

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With a copy to:

Discover Financial Services

2500 Lake Cook Road

Riverwood, IL 60015

Attn: General Counsel

7.6 Severability . If any term or other provision of this Licence is held to be invalid, illegal or incapable of being enforced under any law or regulation, all other conditions and provisions of this Licence shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Licence so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Licence be consummated as originally contemplated to the greatest extent possible.

7.7 Entire Agreement . This Licence constitutes the entire agreement between the parties with respect to the subject matter of this Licence and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the parties with respect to the subject matter of this Licence.

7.8 Amendment and Waiver . No provision of this Licence may be amended or modified except by a written instrument signed by an authorised representative of each party. Failure by either party at any time to enforce or require strict compliance with any provision of this Licence shall not affect nor impair that provision in any way or the rights of that party to avail itself of the remedies it may have in respect of any subsequent breach of that or any other provision. The waiver of any term, condition or provision of this Licence must be in writing

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and signed by an authorised representative of the waiving party. Any such waiver will not be construed as a waiver of any other term, condition or provision, nor as a waiver of any subsequent breach of the same term, condition or provision, except as provided in a signed writing.

7.9 Rules of Construction . Interpretation of this Licence shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) references to a paragraph are references to the paragraph to this Licence unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including, without limitation,” (iv) provisions shall apply, when appropriate, to successive events and transactions, (v) this Licence shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

7.10 Headings . All headings used in this Licence are for convenience of reference only. They will not limit or extend the meaning of any provision of this Licence and will not be relevant in interpreting any term or provision of this Licence.

7.11 Survival . Any provision of this Licence which, by its nature, would survive termination or expiration of this Licence will survive any such termination or expiration of this Licence.

7.12 Third Party Rights . Any party which is not a party to this Licence shall not be entitled to any benefit from or to enforce any benefit under this Licence under the Contracts (Rights of Third Parties) Act 1999.

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IN WITNESS WHEREOF, Licensor and Licence have caused this instrument to be executed in duplicate by their duly authorised representatives as of the date first written above.

MORGAN STANLEY & CO. INTERNATIONAL PLC

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EXHIBIT 2

RELATED COMPANIES

Morgan Stanley Card Services Limited

Morgan Stanley Goldfish Limited

Morgan Stanley Procurement Inc.

Morgan Stanley Credit Servicing Inc.

Morgan Stanley Credit Enhancing Inc.

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EXHIBIT 3

DOMAIN NAMES

EXCLUSIVE USE FOR LICENSEE:

SHARED USE BY LICENSEE AND LICENSOR’S RELATED COMPANIES:

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EXHIBIT 4

BRAND GUIDELINES

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Exhibit 10.8

DISCOVER FINANCIAL SERVICES

DIRECTORS’ COMPENSATION PLAN

Section 1. Purpose

Discover Financial Services, a Delaware corporation (the “ Company ”), hereby adopts the Discover Financial Services Directors’ Compensation Plan (the “ Plan ”). The purpose of the Plan is to set forth the annual compensation for non-employee directors and to promote the long-term growth and financial success of the Company by attracting, motivating and retaining non-employee directors of outstanding ability and assisting the Company in promoting a greater identity of interest between the Company’s non-employee directors and its stockholders.

Capitalized terms used herein without definition have the meanings ascribed thereto in Section 20.

Section 2. Eligibility

Only directors of the Company who are not employees of the Company or any affiliate of the Company (the “ Eligible Directors ”) are eligible to participate in the Plan.

Section 3. Plan Operation

(a) Administration . The Plan requires no discretionary action by any administrative body with regard to any transaction under the Plan. To the extent, if any, that questions of administration arise, these shall be resolved by the Board. The Board may, in its discretion, delegate to the Chief Financial Officer, the Chief Legal Officer, the Secretary of the Company or to one or more officers of the Company any or all authority and responsibility to act pursuant to the Plan. All references to the “Plan Administrators” in the Plan shall refer to the Board, or the Chief Financial Officer, the Chief Legal Officer, the Secretary or to one or more officers of the Company if the Board has delegated its authority pursuant to this Section 3(a). The determination of the Plan Administrators on all matters within their authority relating to the Plan shall be conclusive.

(b) No Liability . The Plan Administrators shall not be liable for any action or determination made in good faith with respect to the Plan or any award hereunder, and the Company shall indemnify and hold harmless the Plan Administrators from all losses and expenses (including reasonable attorneys’ fees) arising from the assertion or judicial determination of any such liability.

Section 4. Shares of Stock Subject to the Plan

(a) Stock . Awards under the Plan shall relate to shares of Stock.

(b) Shares Available for Awards . Subject to Section 4(c) (relating to adjustments upon changes in capitalization), as of any date, the total number of shares of Stock with respect to which awards may be granted under the Plan shall be equal to the excess (if any) of (i) 500,000 shares over (ii) the sum of (a) the number of shares subject to outstanding awards granted under

the Plan and (b) the number of shares previously issued pursuant to the Plan. In accordance with (and without limitation upon) the preceding sentence, shares of Stock covered by awards granted under the Plan that are canceled or expire unexercised shall again become available for awards under the Plan. Shares of Stock that are issuable pursuant to the awards granted under the Plan shall be authorized and unissued shares, treasury shares or shares of Stock purchased by, or on behalf of, the Company in open-market transactions.

(c) Adjustments . In the event of any merger, reorganization, recapitalization, consolidation, sale or other distribution of substantially all of the assets of the Company, any stock dividend, split, spin-off, split-up, split-off, distribution of cash, securities or other property by the Company, or other change in the Company’s corporate structure affecting the Stock, then the following shall be automatically adjusted in order to prevent dilution or enlargement of the benefits or potential benefits intended to be awarded under the Plan:

(i) the aggregate number of shares of Stock reserved for issuance under the Plan,

(ii) the number and, if applicable, type of shares of Stock subject to outstanding awards,

(iii) the number of Restricted Stock Units credited pursuant to Sections 5(a) of the Plan, and

(iv) the number of shares to be granted pursuant to any other automatic awards that may be provided for under the Plan in the future.

(d) Types of Award . The Company’s stockholders approved the Plan on [              ] . The types of awards authorized by the stockholders under the Plan are Retainers and Restricted Stock Units.

Section 5. Initial and Annual Awards of Restricted Stock Units

(a) Awards Granted .

(i) Initial Awards . A person who becomes an Eligible Director prior to December 31, 2007 shall be entitled to receive a number of Restricted Stock Units equal to the number obtained by dividing $350,000 by the Fair Market Value of a share of Stock on the date of grant; provided, however, that if such a person is elected, appointed or otherwise becomes an Eligible Director after the date of the spin-off of the Company from Morgan Stanley, the initial equity award provided for in this Section 5(a)(i) shall be adjusted on a pro-rata basis by multiplying such award by a fraction where the numerator is twenty-four (24) minus the number of months between the date of such spin-off and the date that such person becomes an Eligible Director and the denominator is twenty-four (24).

(ii) Subsequent Awards . As of the date of each Annual Meeting, each Eligible Director, including, without limitation, any Eligible Director who becomes a member of the Board by reason of being elected to the Board at such Annual Meeting, shall be entitled to receive a number of Restricted Stock Units equal to the number obtained by

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dividing $125,000 by the Fair Market Value of a share of Stock on such day; provided, however, that such Eligible Director continues to serve as a director of the Company after such Annual Meeting. Notwithstanding the foregoing, if a person becomes an Eligible Director on a date other than the date of an Annual Meeting, the equity award provided for in this Section 5(a)(ii) shall be granted on the date that such person becomes an Eligible Director, using the Fair Market Value of a share of Stock on such date; provided, however, that such award shall be adjusted on a pro-rata basis by multiplying such award by a fraction where the numerator is the number of months between the date that such person becomes an Eligible Director and the date of the next Annual Meeting and the denominator is twelve (12).

(b) Agreements . Each Restricted Stock Unit granted pursuant to this Section 5 shall be evidenced by an agreement in such form as the Plan Administrators prescribes from time to time and shall comply with the following terms and conditions:

(i) Restriction Period . Restricted Stock Units granted pursuant to Section 5(a)(i) shall be subject to a restriction period whereby 50% of such units shall vest on the first anniversary of the date of grant and the remaining units shall vest on the second anniversary of the date of grant. Each grant of Restricted Stock Units pursuant to Section 5(a)(ii) shall vest on the first anniversary of the date of grant. Notwithstanding the foregoing, the Plan Administrators, in their discretion, may specify in the agreement circumstances under which the award shall become immediately transferable and nonforfeitable or under which the award shall be forfeited.

(ii) Effect of Termination .

(A) Unless provided otherwise in the applicable agreement, if an Eligible Director’s service as a director of the Company terminates for a reason other than for Cause, then any Restricted Stock Unit granted to such Eligible Director shall vest following the date of such Eligible Director’s termination of service in accordance with the following provisions:

(a) Disability or Death . If an Eligible Director’s service terminates by reason of Disability or death, all Restricted Stock Units granted under the Plan to such Eligible Director shall become fully vested.

(b) Other . If an Eligible Director’s service terminates for any other reason, all Restricted Stock Units granted under the Plan to such Eligible Director shall be immediately cancelled and forfeited.

(iii) Effect of Change in Control . Unless provided otherwise in the applicable agreement, all Restricted Stock Units granted under the Plan to an Eligible Director shall become fully vested upon a Change in Control.

(iv) Rights and Provisions Applicable to Restricted Stock Units . The agreement relating to a Restricted Stock Unit shall specify whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, or the deemed reinvestment of any deferred dividend equivalents, with respect to the number of shares of common stock subject to such award. Prior to the settlement of a Restricted Stock Unit, the holder thereof shall not have any rights as a stockholder of the Company with respect to the shares of Stock subject to such award, except to the extent that the Plan Administrators, in their sole discretion, may grant dividend equivalents on Restricted Stock Units which are settled in shares of Stock. No shares of Stock and no certificates or other indicia of ownership representing shares of Stock that are subject to a Restricted Stock Unit shall be issued upon the grant of a Restricted Stock Unit. Instead, shares of Stock subject to Restricted Stock Units and the certificates or other indicia of ownership representing such shares of Stock shall be distributed only at the time of settlement of such Restricted Stock Units in accordance with the terms and conditions of this Plan and the agreements relating to such Restricted Stock Units.

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(c) Limitation on Transfer . Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise conveyed by an Eligible Director.

(d) Deferral of Awards . Each Eligible Director may elect to defer an award of Restricted Stock Units in accordance with Section 6.

Section 6. Deferral Elections

The Plan Administrators may permit the deferral of any Retainer or award granted under this Plan, subject to the rules and procedures as it may establish, in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (the “ Code ”) or other applicable law, and which may include provisions for the payment or crediting of dividend equivalents, on a current or deferred basis, or the deemed reinvestment of any deferred dividend equivalents, with respect to the number of shares Stock subject to such award.

Section 7. Annual Retainers

(a) Board Members . Each Eligible Director shall be entitled to an Annual Retainer of $75,000.

(b) Lead Director and Chairpersons . In addition to the Annual Retainer provided for in Section 7(a), the Lead Director shall be entitled to a Lead Director Retainer of $75,000, the Audit Committee Chair shall be entitled to a Committee Retainer of $50,000; the Compensation Committee Chair shall be entitled to a Committee Retainer of $25,000 and the Nominating and Governance Committee Chair shall be entitled to a Committee Retainer of $25,000.

Section 8. Fair Market Value

“ Fair Market Value ” shall mean, with respect to each share of Stock for any day:

(a) if the Stock is listed for trading on the New York Stock Exchange, the closing price, regular way, of the Stock as reported on the New York Stock Exchange Composite Tape, rounded up to the nearest whole cent, or if no such reported sale of the Stock has occurred on such date, on the most recent date such a reported sale occurred, or

(b) if the Stock is not so listed, but is listed on another national securities exchange or on the Nasdaq Global Market (“ Nasdaq ”), the closing price, regular way, of the Stock on such exchange or Nasdaq, rounded up to the nearest whole cent, as the case may be, on the date on which the largest number of shares of Stock have been traded in the aggregate on the preceding twenty trading days, or, if no such reported sale of the Stock has occurred on such date on such exchange or Nasdaq, as the case may be, on the most recent date on which such a reported sale occurred on such exchange or Nasdaq, as the case may be, or

(c) if the Stock is not listed for trading on a national securities exchange or Nasdaq, the average of the closing bid and ask prices as reported by the National Association of Securities Dealers, rounded up to the nearest whole cent, or, if no such prices shall have been so reported for such date, on the most recent date for which such prices were so reported.

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Section 9. Issuance of Stock

(a) Restrictions on Transferability . All shares of Stock delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable or legally necessary under any applicable laws, statutes, rules, regulations and other legal requirements, including, without limitation, those of any stock exchange upon which the Stock is then listed and any applicable federal, state or foreign securities law.

(b) Compliance with Laws . Anything to the contrary herein notwithstanding, the Company shall not be required to issue any shares of Stock under the Plan if, in the opinion of legal counsel to the Company, the issuance and delivery of such shares would constitute a violation by the Eligible Director or the Company of any applicable law or regulation of any governmental authority, including, without limitation, federal and state securities laws, or the regulations of any stock exchanges on which the Company’s securities may then be listed.

Section 10. Withholding Taxes

The Company may require as a condition of delivery of any shares of Stock that the Eligible Director remit (i) in cash, (ii) by tendering (or attesting to the ownership of) shares of Stock, where the Company determines such action will not result in unfavorable accounting treatment or (iii) by the Company withholding shares of Stock, an amount sufficient to satisfy all applicable foreign, federal, state, local and other governmental withholding tax requirements relating thereto (if any) and any or all indebtedness or other obligation of the Eligible Director to the Company or any of its subsidiaries. Any shares tendered or withheld pursuant to this Section 10 will be valued at Fair Market Value on the relevant payment or exercise date, as applicable.

Section 11. Plan Amendments and Termination

The Board may suspend or terminate the Plan at any time, in whole or in part. Termination of the Plan shall not adversely affect the rights of Eligible Directors with respect to outstanding awards granted pursuant to this Plan.

The Board may also alter, amend or modify the Plan at any time. These amendments may include (but are not limited to) changes that the Board considers necessary or advisable as a result of changes in, or the adoption or interpretation of, any law, regulation, ruling, judicial decision or accounting standards (collectively, “ Legal Requirements ”). The Board may not amend or modify the Plan in a manner that would materially impair an Eligible Director’s rights in any outstanding award granted pursuant to this Plan without the Eligible Director’s consent; provided, however, that the Board may, without an Eligible Director’s consent, amend or modify the Plan in any manner that it considers necessary or advisable to comply with any Legal Requirement or to ensure that awards granted pursuant to the Plan are not subject to Federal, state or local income tax prior to payment.

Notwithstanding the foregoing, if any provision of this Plan would, in the reasonable, good faith judgment of the Company, result in or likely result in the imposition on any Eligible

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Director or any other person of any tax, interest or penalty under Section 409A of the Code, the Company may unilaterally amend or reform this Plan or any provision hereof, without the consent of any Eligible Director, in the manner that the Company reasonably and in good faith determines to be necessary or advisable to avoid the imposition of such tax, interest or penalty; provided, however, that any such amendment or reformation shall, to the maximum extent the Company reasonably and in good faith determines to be possible, retain the economic and tax benefits to the Eligible Directors hereunder while not materially increasing the cost to the Company of providing such benefits to the Eligible Directors.

Section 12. Listing, Registration and Legal Compliance

If the Plan Administrators at any time determine that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any award under the Plan, the issuance or purchase of shares or other rights hereunder or the taking of any other action hereunder (each such action being hereinafter referred to as a “ Plan Action ”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent has been effected or obtained. The term “ Consent ” as used herein with respect to any Plan Action means (i) the listing, registrations or qualifications in respect thereof upon any securities exchange or under any foreign, federal, state or local law, rule or regulation, (ii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies, or (iii) any and all written agreements and representations by an Eligible Director with respect to the disposition of Stock or with respect to any other matter, which the Plan Administrators deems necessary or desirable in order to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made.

Section 13. Right Reserved

Nothing in the Plan shall confer upon any Eligible Director the right to continue as a director of the Company or affect any right that the Company or any Eligible Director may have to terminate the service of such Eligible Director.

Section 14. Rights as a Stockholder

An Eligible Director shall not, by reason of any Restricted Stock Unit or any other award hereunder, have any rights as a stockholder of the Company until Stock has been issued to such Eligible Director.

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Section 15. Unfunded Plan

The Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any Eligible Director or other person. To the extent any person holds any rights by virtue of a pending grant or deferral under the Plan, such rights shall be no greater than the rights of an unsecured general creditor of the Company.

Section 16. Governing Law

The Plan shall be governed by the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state.

Section 17. Severability

If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan not declared to be unlawful or invalid. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

Section 18. Notices

All notices and other communications hereunder shall be given in writing and shall be deemed given when personally delivered against receipt or five days after having been mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as follows; (a) if to the Company: Discover Financial Services, 2500 Lake Cook Road, Riverwoods IL 60015, Attention: Corporate Secretary; and (b) if to an Eligible Director, at the Eligible Director’s principal residential address last furnished to the Company. Either party may, by notice, change the address to which notice to such party is to be given.

Section 19. Section Headings

The Section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections.

Section 20. Definitions

As used in the Plan, the following terms shall have the meanings indicated below:

“ Annual Meeting ” means an annual meeting of the Company’s stockholders.

“ Annual Retainer ” means an annual cash retainer for services as a member of the Board.

“ Board ” means the board of directors of the Company.

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“ Cause ” means, with respect to any Eligible Director termination of service on the Board on account of any act of (A) fraud or intentional misrepresentation, or (B) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any affiliate.

“ Change in Control ” means, except as provided otherwise below, the first to occur of any of the following events:

(a) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as such term is modified in Sections 13(d) and 14(d) of the Exchange Act), other than (i) any employee plan established by the Company or any of its subsidiaries, (ii) any group of employees holding shares subject to agreements relating to the voting of such shares, (iii) the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act), (iv) an underwriter temporarily holding securities pursuant to an offering of such securities, or (v) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 30% or more of either the total fair market value or total voting power of the stock of the Company;

(b) a change in the composition of the Board such that individuals who, as of the date of the award, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a member of the Board subsequent to the date of the award whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(c) the consummation of a merger or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (A) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger of consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (determined pursuant to clause (a) above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 30% or more of either the then outstanding shares of the Company’s common stock or the combined voting power of the Company’s then outstanding voting securities; or

(d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Company’s common stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions.

“ Code ” has the meaning set forth in Section 6.

“ Committee Retainer ” means an annual cash retainer for services as a member of any committee of the Board.

“ Company ” has the meaning set forth in Section 1.

“ Consent ” has the meaning set forth in Section l2.

“ Disability ” means a “permanent and total disability” as defined in Section 22(e)(3) of the Code.

“ Eligible Directors ” has the meaning set forth in Section 2.

“ Exchange Act ” has the meaning set forth in Section 20.

“ Fair Market Value ” has the meaning set forth in Section 8.

“ Incumbent Board ” has the meaning set forth in Section 20.

“ Lead Director Retainer ” means an annual cash retainer for services as the lead director of the Board.

“ Legal Requirements ” has the meaning set forth in Section 11.

“ Nasdaq ” has the meaning set forth in Section 8.

“ Normal Retirement ” means the termination of service on the Board for retirement at or after attaining age 65, other than termination for Cause, Disability or death.

“ Plan ” has the meaning set forth in Section 1.

“ Plan Action ” has the meaning set forth in Section 12.

“ Restricted Stock Units ” means the right to receive one share of Stock or the Fair Market Value thereof in cash for each unit awarded subject to the expiration of a specified restriction period and subject to any additional restrictions that may be contained in the agreement relating thereto.

“ Retainer ” means the Annual Retainer, the Committee Retainer and/or the Lead Director Retainer, as applicable.

“ Stock ” means the Company’s common stock, par value $0.01 per share, and any other shares into which such stock shall thereafter be changed by reason of any merger, reorganization, recapitalization, consolidation, split-up, combination of shares or similar event as set forth in and in accordance with Section 4.

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