Exhibit 4.2



 Exhibit 4.2 

FORM OF STOCK CERTIFICATE 
 Certificate C-

 THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 
 DISCOVER FINANCIAL SERVICES 

Incorporated Under the Laws of the State of Delaware 

SHARES OF FIXED-TO-FLOATING RATE
NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C 
 This is to certify
that                is the registered owner of                 fully paid and non-assessable shares of the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock,
Series C, par value $0.01 per share, with a liquidation preference of $100,000 per share, of Discover Financial Services, a Delaware corporation (the “Corporation”), the terms of which are provided for in the Corporation’s
Amended and Restated Certificate of Incorporation including the Certificate of Designations of the Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series C, transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated
By-Laws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers. 

Dated:
                        ,              

 

			
	 By:
                                         
                           
	  	 By:
                                         
                           

	 Name:
	  	 Name:

	 Title:
	  	 Title:


 (SEAL) 

 

			
	 Countersigned and Registered:

Computershare Inc.
 as Transfer Agent and Registrar

		
	By:	 	                                      
                                      









 (REVERSE OF CERTIFICATE) 

DISCOVER FINANCIAL SERVICES 
 The
Corporation will furnish without charge to each stockholder who so requests, a full statement of the powers, designations and any preferences, conversion and other rights, restrictions, limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the
relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete
and is subject to and qualified in its entirety by reference to the Certificate of Incorporation of the Corporation, as amended from time to time, a copy of which will be sent without charge to each stockholder who so requests. Such request must be
made to the Secretary of the Corporation at its principal office or to the Transfer Agent. 
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT
IS LOST, STOLEN OR DESTROYED, THE 
 CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE 

OF A REPLACEMENT CERTIFICATE. 

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

			
	 TEN COM - as tenants in common
	  	 UNIF GIFT MIN ACT -
                        
Custodian                    
                                         
   (Custodian)                         (Minor)

under Uniform Gifts to Minors
Act                             

                   
                                         
    (State)

	 TEN ENT - as tenants by the entireties
	  
	JT TEN - as joint tenants of survivorship and not as tenants in common	  

 Additional abbreviations may also be used though not in the above list. 

 

	
	 FOR VALUE RECEIVED,
                         hereby sell(s), assign(s) and transfer(s) unto
                                        


	
	  

	 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

	
	  

	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)


                         shares
represented by this Certificate and do(es) hereby irrevocably constitute and appoint                         , Attorney to
transfer the said shares on the books of the Corporation, with full power of substitution in the premises. 
  

			
	Dated:                             ,
                	  	  

		  	 NOTICE: The signature to this assignment must correspond

with the name as written upon the face of the certificate in

every particular, without alteration or enlargement or any
 change
whatever