DISCOVER COVER

May 15, 2000

Discover Financial Services, a business unit of Morgan Stanley Dean Witter & Co., and Nationwide Insurance Companies are forming an alliance to offer auto insurance products underwritten by Nationwide Insurance Companies to Discover cardmembers and other consumers. Future plans include the development of Discover-branded auto insurance products. During the development of the products, Discover will market Nationwide products through Discover Insurance Agency and affiliated agencies.