Summary of DISCOVER FINANCIAL SERVICES

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

On April 21, 2009, at the 2009 Annual Meeting of Shareholders of Discover Financial Services (the "Company"), the Company's shareholders approved the Company's existing Amended and Restated 2007 Omnibus Incentive Plan (the "Plan"), which approval allows the Company to continue to grant awards under the Plan in 2009 and thereafter that are fully tax deductible as performance-based compensation to the extent permitted under U.S. federal income tax law. A detailed summary of the Plan is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 27, 2009. The description of the Plan herein and the summary of the Plan in the proxy statement are qualified in their entirety by reference to the full text of the Plan, which is attached to the proxy statement and referenced in Exhibit 10.1 hereto. The Plan is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 22, 2009, the Company filed a Certificate of Decrease of Shares Designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") with the Secretary of State of the State of Delaware for the purpose of decreasing the number of shares of Series A Preferred Stock authorized for issuance from 1,224,588 shares to 1,224,558 shares. The effective date of the filing is April 23, 2009. As previously announced, the Company issued and sold 1,224,558 shares of Series A Preferred Stock to the U.S. Treasury under the Capital Purchase Program on March 13, 2009. The Certificate of Decrease is attached as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

3.1 Certificate of Decrease of Shares Designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A.

10.1 Discover Financial Services Omnibus Incentive Plan (filed as an attachment to Discover Financial Services' Proxy Statement on Schedule 14A filed on February 27, 2009 and incorporated herein by reference thereto).