Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Effective February 9, 2009, Kevin M. Killips resigned as Senior Vice President, Controller and Chief Accounting Officer of Discover Financial Services (the "Company") to assume the position of chief financial officer of PrivateBancorp, Inc. Roy A. Guthrie, Executive Vice President and Chief Financial Officer of the Company, commented, "Kevin's experience at Discover will serve him well in his new position. He has helped us build a strong and capable finance organization during his tenure with us. We are grateful for his contributions and wish Kevin well in his new position."

Concurrent with Mr. Killips' resignation, Mr. Guthrie assumed the responsibilities of Controller and Chief Accounting Officer of the Company on an interim basis in addition to his existing responsibilities. Mr. Guthrie has served as the Company's Executive Vice President and Chief Financial Officer since 2005.

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