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

Election of Directors

On February 20, 2009, the board of directors of Discover Financial Services (the "Company") elected each of Cynthia A. Glassman and Richard H. Lenny as a director of the Company effective immediately. The board appointed Ms. Glassman to serve on the Audit Committee and appointed Mr. Lenny to serve on the Nominating and Governance Committee. On February 20, 2009, Thomas G. Maheras resigned from the Nominating and Governance Committee. Mr. Maheras remains a member of the Audit Committee. A copy of the press release announcing the election of Ms. Glassman and Mr. Lenny is attached as Exhibit 99.1 to this report.

There are no arrangements or understandings between Ms. Glassman or Mr. Lenny and any other person pursuant to which Ms. Glassman or Mr. Lenny was selected as a director. There are no transactions involving Ms. Glassman or Mr. Lenny that would be required to be reported under Item 404(a) of Regulation S-K.

Equity Grants to Non-Employee Directors

In connection with the election of Ms. Glassman and Mr. Lenny as directors of the Company, on February 20, 2009, Ms. Glassman and Mr. Lenny each received a grant of 3,630 restricted stock units under the Discover Financial Services Directors' Compensation Plan.

All restricted stock unit awards vest on the first anniversary of the date of grant, subject to the terms and conditions of the Discover Financial Services Directors' Compensation Plan. All restricted stock unit awards are to be settled in shares of Discover common stock.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 99.1 Press Release of Discover Financial Services dated February 23, 2009

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