Exhibit 10.1

TAX ALLOCATION AGREEMENT

Dated as of September 29, 2006

by and between

FIRST DATA CORPORATION

and

THE WESTERN UNION COMPANY

TAX ALLOCATION AGREEMENT

TAX ALLOCATION AGREEMENT, dated as of September 29, 2006, by and between First Data Corporation, a Delaware corporation (“ FDC ”), and The Western Union Company, a Delaware corporation (“ Western Union ”) and, as of the date hereof, a wholly-owned subsidiary of FDC.

RECITALS

WHEREAS, FDC is the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), which currently files consolidated federal income Tax Returns;

WHEREAS, FDC, through its subsidiaries, currently provides electronic commerce and payment services throughout the world;

WHEREAS, as described in that certain Separation and Distribution Agreement dated as of the date hereof between FDC and Western Union (the “ Separation Agreement ”), FDC is effecting the separation of certain of its assets and businesses (as defined more fully below, the “ Western Union Businesses ”) on September 29, 2006 (the “ Distribution Date ”) through a series of related transactions (as defined more fully below, the “ Western Union Spin-Off Transactions ”);

WHEREAS, FDC has obtained a private letter ruling from the Internal Revenue Service (the “ IRS ”) dated September 1, 2006 (the “ Tax Ruling ”) and an opinion of Sidley Austin LLP, dated the date hereof (the “ Tax Opinion ”), in each case generally to the effect that, among other things, the Western Union Spin-Off Transactions generally will qualify as tax-free to FDC, FDC stockholders and Western Union under Sections 355, 368 and related provisions of the Code;

WHEREAS, after the Distribution Date, none of the Western Union Parties (as hereinafter defined) will be a member of any federal affiliated group, as defined in Section 1504(a) of the Code, of which FDC or any of its Affiliates is the common parent, or any successor group thereto;

WHEREAS, FDC and Western Union desire, on behalf of themselves, and the FDC Parties (as hereinafter defined) and the Western Union Parties, respectively, and their successors to set forth their rights and obligations with respect to Taxes due for periods before, on and after the Distribution Date; and

WHEREAS, capitalized terms used but not defined herein have the meanings set forth in the Separation Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

For the purposes of this Agreement:

“ Affiliate ” means, with respect to any Person, any person that directly or indirectly Controls, is Controlled by, or is under common Control with such Person.

“ Agreement ” means this Tax Allocation Agreement as the same may be amended from time to time.

“ Anticipated Tax Consequences ” means the federal income tax consequences described in (1) the enumerated rulings of the IRS set forth in the Tax Ruling and (2) the opinions of counsel set forth in the Tax Opinion.

“ Applicable Federal Rate ” means the federal short-term rate set forth in Section 1274(d) of the Code, compounded quarterly.

“ CESI Holdings ” means CESI Holdings, Inc., a Delaware corporation.

“ Claim ” has the meaning set forth in Section 5.03(a) of this Agreement.

“ Code ” has the meaning set forth in the first recital to this Agreement.

“ Control ” (and with correlative meaning, “ Controlled ”) means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, Western Union and FDC shall not be deemed to be under common Control for purposes hereof solely due to the fact that Western Union and FDC indirectly or directly have stockholders in common.

“ Controlling Party ” has the meaning set forth in Section 5.01 of this Agreement.

“ Distributed Companies ” means FDCS Holdings, CESI Holdings, TeleCheck, EBP Re, Ltd., IPS Holdings, Inc., Virtual Financial Services, LLC, First Data Canada Limited and their respective Subsidiaries (including those formed or acquired after the date hereof).

“ Distribution Date ” has the meaning set forth in the third recital to this Agreement.

“ ECG ” means E Commerce Group, Inc., a New York corporation.

“ Effective Time ” has the meaning set forth in the Separation Agreement.

“ FDC ” has the meaning set forth in the preamble to this Agreement.

“ FDC Businesses ” means (a) all businesses and operations of the FDC Parties, and (b) the FDC Former Businesses.

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“ FDC Former Businesses ” has the meaning set forth in the Separation Agreement.

“ FDC Parties ” means FDC and its Subsidiaries (including those formed or acquired after the date hereof), other than the Western Union Parties.

“ FDC Tainting Act ” means, without duplication:

(a) any inaccuracy or breach of any representation, warranty, or covenant that is made by FDC pursuant to Article II of this Agreement; or

(b) any action (or failure to take any reasonably available action) by any of the FDC Parties, their officers, employees or agents, after the Distribution Date (other than an action contemplated by the Separation Agreement).

“ FDC Tax Certificate ” means the “First Data Tax Certificate”, dated as of the date hereof, delivered by FDC to Sidley Austin LLP in connection with the Tax Opinion.

“ FDC Taxes ” has the meaning set forth in Section 3.03(b) of this Agreement.

“ FDCS Holdings ” means First Data Commercial Services Holdings, Inc., a Delaware corporation.

“ FFMC ” means First Financial Management Corporation, a Georgia corporation.

“ Filing Party ” has the meaning set forth in Section 4.01 of this Agreement.

“ Final Determination ” means with respect to any issue (i) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final and not subject to further appeal, (ii) a closing agreement (whether or not entered into under Section 7121 of the Code) or any other binding settlement agreement (whether or not with the IRS) entered into in connection with or in contemplation of an administrative or judicial proceeding, or (iii) the completion of the highest level of administrative proceedings if a judicial contest is not or is no longer available.

“ Former Business ” means any corporation, partnership, entity, division, business unit or business within the definition of Rule 11-01(d) of Regulation S-X (in each case, including any assets and liabilities comprising the same) that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (in whole or in part) or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part).

“ GMT ” means GMT Group, Inc., a Delaware corporation.

“ Governmental Authority ” means any foreign, federal, state, local or other government, governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral body.

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“ Inconsistent Action ” means any action (or failure to take any action contemplated by the Ruling Request) that is inconsistent with (i) the facts and representations described in, or the representations or other statements made in connection with, the Ruling Request, the Tax Ruling, the FDC Tax Certificate (in the case of FDC) or Western Union Tax Certificate (in the case of Western Union) or the Tax Opinion or (ii) the representations, warranties or covenants in the Transaction Agreements.

“ Indemnitor ” has the meaning set forth in Section 5.02 of this Agreement.

“ Independent Firm ” has the meaning set forth in Section 7.01 of this Agreement.

“ IRS ” has the meaning set forth in the fourth recital to this Agreement.

“ Liable Party ” has the meaning set forth in Section 4.01 of this Agreement.

“ Participation ” (and, with correlative meaning, “ Participate ” ) means, with respect to a Tax Contest and without limitation, (i) receiving timely notice of and attending all material meetings, depositions, hearings and trials (either in person or telephonically) relating to such Tax Contest; (ii) receiving copies of all material correspondence from the relevant Governmental Authority relating to such Tax Contest and (iii) being offered the opportunity to review and comment on all material correspondence to the relevant Governmental Authority relating to such Tax Contest.

“ Paymap ” means Paymap Inc., a Delaware corporation.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, entity, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

“ Post-Distribution Period ” means any taxable year or other taxable period beginning after the Distribution Date and, in the case of any taxable year or other taxable period that begins on or before and ends after the Distribution Date, that part of the taxable year or other taxable period that begins at the beginning of the day after the Distribution Date.

“ Pre-Distribution Period ” means any taxable year or other taxable period that ends on or before the Distribution Date and, in the case of any taxable year or other taxable period that begins on or before and ends after the Distribution Date, that part of the taxable year or other taxable period through the close of the Distribution Date.

“ Restructuring Taxes ” means any Taxes (and other liabilities, including, without limitation, liability for Taxes of stockholders for which Western Union or FDC is determined to be liable and the costs of defending against the imposition of such Taxes and other liabilities) imposed as a result a Final Determination inconsistent with the Anticipated Tax Consequences.

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“ Ruling Request ” means that certain ruling request of FDC submitted to the IRS on May 12, 2006 (including the exhibits thereto) and any supplements thereto (including exhibits).

“ Separation Agreement ” has the meaning set forth in the third recital to this Agreement.

“ Subsidiary ” means, when used with reference to any Person, any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or Controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided , however , that no Person that is not directly or indirectly wholly-owned by any other Person shall be a Subsidiary of such other Person unless such other Person Controls, or has the right, power or ability to Control, that Person. After the Distribution, FDC and Western Union shall not be deemed to be under common Control for purposes hereof due solely to the fact that FDC and Western Union have common stockholders.

“ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer, stamp, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Authority.

“ Tax Contest ” has the meaning set forth in Section 5.01 of this Agreement.

“ Tax Opinion ” has the meaning set forth in the fourth recital to this Agreement.

“ Tax Return ” means any return, report or similar statement required to be filed with respect to any Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

“ Tax Ruling ” has the meaning set forth in the fourth recital to this Agreement.

“ TeleCheck ” means TeleCheck International, Inc., a Georgia corporation.

“ Transaction Agreements ” has the meaning set forth in the Separation Agreement.

“ Transaction Taxes ” has the meaning set forth in Section 3.04(b) of this Agreement.

“ Western Union ” has the meaning set forth in the preamble to this Agreement.

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“ Western Union Businesses ” means (a) all businesses and operations of the Western Union Parties and (b) the Western Union Former Businesses.

“ Western Union Former Businesses ” has the meaning set forth in the Separation Agreement.

“ Western Union Parties ” means Western Union, the Western Union Subsidiaries and any other Subsidiary of Western Union (including those formed or acquired after the date hereof), in each case, other than the Distributed Companies.

“ Western Union Spin-Off Transactions ” means the transactions described in the initial Ruling Request under the heading “General Information—Overview of Proposed Transactions—Detailed Description of Transaction—Transaction Steps” (as may have been modified in supplemental submissions to the IRS).

“ Western Union Subsidiaries ” means, collectively, ECG, FFMC, GMT, Paymap, WUSI and each Subsidiary of any of the foregoing, in each case, other than the Distributed Companies.

“ Western Union Tainting Act ” means, without duplication:

(a) any inaccuracy or breach of any representation, warranty, or covenant that is made by Western Union pursuant to Article II of this Agreement; or

(b) any action (or failure to take any reasonably available action) by any of the Western Union Parties, their officers, employees or agents, after the Distribution Date (other than an action contemplated by the Separation Agreement).

“ Western Union Tax Certificate ” means the “Western Union Tax Certificate”, dated as of the date hereof, delivered by Western Union to Sidley Austin LLP in connection with the Tax Opinion.

“ Western Union Taxes ” has the meaning set forth in Section 3.03(a) of this Agreement.

“ WUFSI ” means Western Union Financial Services, Inc., a Colorado corporation.

“ WUSI ” means Western Union Services Inc., a Maryland corporation.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES; COVENANTS

2.01 Representations .

(a) Western Union hereby represents and warrants that (i) as of the Effective Time, none of the Western Union Parties or their officers, employees or agents, (A) knows of any fact (other than a fact set forth in the Ruling Request or the Transaction Agreements) that would jeopardize the Anticipated Tax Consequences; (B) has taken, or has any plan or intention to take, any Inconsistent Action; or (C) has entered into any agreement, understanding, arrangement or substantial negotiation with respect to any direct or indirect acquisition of stock (including, without limitation, stock issuances, option grants, capital contributions, acquisitions, and changes in voting power of any of its stock), or has had any discussions with an investment banker with respect to any public offering of stock, in any case that could reasonably be expected to be part of a “plan (or series of related transactions)” (within the meaning of Section 355(e) of the Code and the Treasury regulations thereunder) that includes the Western Union Spin-Off Transactions, (ii) it has examined (A) the Tax Ruling; (B) the Tax Opinion; (C) all materials relating to the Tax Ruling that were submitted to the IRS; and (D) the Western Union Tax Certificate and any other materials delivered or deliverable by any of the Western Union Parties or their officers, employees or agents in connection with the issuance of the Tax Opinion and the Tax Ruling, and (iii) all facts stated and representations made in the documents referred to in clause (ii), to the extent delivered by, or descriptive of or otherwise relating to, any Western Union Party, were and will be from the time delivered, presented or made through and including the Distribution Date true, correct and complete in all material respects.

(b) FDC hereby represents and warrants that (i) as of the Effective Time, none of the FDC Parties or their officers, employees or agents, (A) knows of any fact (other than a fact set forth in the Ruling Request or the Transaction Agreements) that would jeopardize the Anticipated Tax Consequences; (B) has taken, or has any plan or intention to take, any Inconsistent Action; or (C) has entered into any agreement, understanding, arrangement or substantial negotiation with respect to, or has effected, any direct or indirect acquisition of stock (including, without limitation, stock issuances, option grants, capital contributions, acquisitions, and changes in voting power of any of its stock), or has had any discussions with an investment banker with respect to any public offering of stock, in any case that could reasonably be expected to be part of a “plan (or series of related transactions)” (within the meaning of Section 355(e) of the Code and the Treasury regulations thereunder) that includes the Western Union Spin-Off Transactions, (ii) it has examined (A) the Tax Ruling; (B) the Tax Opinion; (C) all materials relating to the Tax Ruling that were submitted to the IRS; and (D) the FDC Tax Certificate and any other materials delivered or deliverable by any of the FDC Parties or their officers, employees or agents in connection with issuance of the Tax Opinion and the Tax Ruling, and (iii) all facts stated and representations made in the documents referred to in clause (ii), to the extent delivered by, or descriptive of or otherwise relating

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to, any FDC Party, were and will be from the time delivered, presented or made through and including the Distribution Date true, correct and complete in all material respects.

2.02 Covenants .

(a) Each of FDC and Western Union covenants and agrees that, following the Distribution Date, none of the Western Union Parties or the FDC Parties, as the case may be, or their officers, employees or agents, will (i) take any Inconsistent Action (including, without limitation, repurchasing any shares of common stock of FDC or Western Union, respectively, except to the extent consistent with the requirements of Revenue Procedure 96-30, failing to continue any active business on which the Anticipated Tax Consequences were based, and voluntarily dissolving, liquidating, merging or consolidating with any other person); (ii) enter into any agreement, understanding, arrangement or substantial negotiations with respect to any direct or indirect acquisition of stock (including, without limitation, stock issuances, option grants, capital contributions, acquisitions, and changes in voting power of any of its stock), or any discussions with an investment bank with respect to any public offering of its stock, in any case that could reasonably be expected to be part of a “plan (or series of related transactions)” (within the meaning of Section 355(e) of the Code and the Treasury regulations thereunder) that includes the Western Union Spin-Off Transactions; (iii) file any request for amendment or supplement to the Tax Ruling without the consent of the other, which consent shall not be unreasonably withheld; or (iv) take any position on a Tax Return that is inconsistent with the Anticipated Tax Consequences.

(b) Notwithstanding the foregoing, either party shall be permitted to take an action inconsistent with Section 2.02(a) if, prior to taking such action, such party (i) provides written notification to the other party of its plans with respect to such action, (ii) promptly responds to any inquiries by the other party following such notification and (iii) unless the other party agrees otherwise in writing, (A) obtains a ruling from the IRS that is reasonably satisfactory to the other party to the effect that, on the basis of facts and representations consistent with the facts at the time of such action, such action will not affect the Anticipated Tax Consequences and (B) obtains an opinion, reasonably satisfactory to the other party, from an independent nationally recognized tax counsel reasonably acceptable to the other party to the effect that, on the basis of facts and representations consistent with the facts at the time of such action, such action will not affect the Anticipated Tax Consequences; provided , that in the case of an action specified in clause (ii) of Section 2.02(a) , if the IRS will not issue a ruling on the grounds that such a ruling is not available under a “no rule”, “comfort ruling” or similar policy, and if such opinion of tax counsel is to the effect that such action will satisfy one or more of the “safe harbors” set forth in Treas. Reg. § 1.355-7(d), as in effect and applicable with respect to such action, the party that delivers such opinion shall be permitted to take such action without obtaining a ruling from the IRS regarding such action, notwithstanding the preceding clause (A) of this Section 2.02(b) .

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ARTICLE III

TAX RETURNS, TAX PAYMENTS AND TAX SHARING OBLIGATIONS

3.01 Obligations to File Tax Returns .

(a) FDC shall timely file or cause to be timely filed all Tax Returns with respect to (i) any of the FDC Parties or in respect of any FDC Business and (ii) any of the Western Union Parties or in respect of any Western Union Business that (A) are due on or prior to the Distribution Date or (B) are due after the Distribution Date and (x) relate to any period beginning on or prior to the Distribution Date and (y) are filed on a consolidated, combined or unitary basis with any FDC Party. Western Union shall timely file or cause to be timely filed any other Tax Returns with respect to any Western Union Party or in respect of any Western Union Business. Notwithstanding the foregoing and for the avoidance of doubt, Western Union shall be required to file any IRS Forms 1099 not yet due as of the Distribution Date that report payments made to persons providing services to any Western Union Party, regardless of when such services were provided.

(b) Unless otherwise required by law, any Tax Return that is filed on a consolidated, combined or unitary basis and includes any Western Union Party that is filed by FDC on or after the Distribution Date with respect to a Pre-Distribution Period shall be prepared in a manner consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Tax Returns filed before the date of this Agreement.

(c) Promptly after either FDC or Western Union files a Tax Return after the Distribution Date pursuant to Section 3.01(a) that, in whole or in part, relates to Taxes for which a Western Union Party or a FDC Party, respectively, is liable under this Agreement, FDC or Western Union, as the case may be, shall provide the other with a copy of such Tax Return (including, in the case of a consolidated Tax Return, a copy of the complete Tax Return).

3.02 Obligation To Remit Taxes . Each of FDC and Western Union shall remit or cause to be remitted any Taxes due in respect of any Tax Return that it is required to file or cause to be filed pursuant to Section 3.01 , and shall be entitled to reimbursement for such payments to the extent provided in Section 3.03 .

3.03 Tax Sharing Obligations And Prior Agreements .

(a) From and after the Distribution Date, Western Union shall be liable for and pay, and shall indemnify, defend, and hold harmless FDC and each of the FDC Parties from and against, any and all Losses and Expenses incurred or suffered by FDC or one or more of the FDC Parties in connection with or arising from (i) any Taxes (excluding Restructuring Taxes) that are attributable to or imposed in respect of any of the Western Union Parties, the Western Union Businesses or any employees, assets or transactions of the Western Union Businesses (including any Pre-Distribution Period or

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Post-Distribution Period and taking into account the allocation principles of Sections 3.05 and 3.09 ) (“ Western Union Taxes ”) and (ii) any Restructuring Taxes for which Western Union is liable pursuant to Section 3.04 . Any liability of Western Union with respect to any Tax pursuant to this Section 3.03(a) shall be reduced by estimated payments with respect to such Tax previously made to FDC. Western Union shall be entitled to any refund of or credit for Taxes for which Western Union is responsible under this Section 3.03(a) .

(b) From and after the Distribution Date, FDC shall be liable for and pay, and shall indemnify, defend, and hold harmless Western Union and each of the Western Union Parties from and against, any and all Losses and Expenses incurred or suffered by Western Union or one or more of the Western Union Parties in connection with or arising from (i) any Taxes (excluding Restructuring Taxes) that are attributable to or imposed in respect of any of the FDC Parties, the FDC Businesses or any employees, assets or transactions of the FDC Businesses (including any Pre-Distribution Period or Post-Distribution Period and taking into account the allocation principles of Sections 3.05 and 3.09 ) (“ FDC Taxes ”) and (ii) any Restructuring Taxes for which FDC is liable pursuant to Section 3.04 . FDC shall be entitled to any refund of or credit for Taxes for which FDC is liable under this Section 3.03(b) .

(c) To the extent that any fees, costs or expenses paid by one party pursuant to Section 11.1 of the Separation Agreement provide a Tax benefit to the other party during any Post-Distribution Period, the party receiving such Tax benefit shall remit to the paying party the amount of such benefit, net of any reasonable third-party out-of-pocket costs incurred to determine the amount of such benefit, for all affected taxable years or periods, with the amount of such benefit mutually determined by the parties using reasonable assumptions (for example, as to the timing of the benefits and the federal and state income tax rates applicable in determining the amount of such benefits) and present value concepts. For the avoidance of doubt, no amount shall be due or owing by any of the FDC Parties to any Western Union Party with respect to any Tax benefit recognized by any of the FDC Parties relating to, or arising from, the exercise of Western Union options (or vesting of Western Union restricted stock) by any current or former employee of, or other party providing services to, any FDC Party.

(d) This Agreement and the Separation Agreement (and, to the extent relevant, the other Transaction Agreements) shall, from and after the Distribution Date, constitute the sole agreements governing tax matters among the FDC Parties and the Western Union Parties, and except as set forth in such Agreements any and all prior Tax sharing agreements or practices between any of the FDC Parties, on the one hand, and any of the Western Union Parties, on the other hand, shall be terminated as of the Distribution Date.

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3.04 Restructuring Taxes; Other Taxes Relating To The Western Union Spin-Off Transactions .

(a) Subject to Section 3.04(b) , FDC shall be liable for all Restructuring Taxes other than Restructuring Taxes that are imposed solely as a result of a Western Union Tainting Act, for which Western Union shall be liable.

(b) Notwithstanding Section 3.04(a) , each of Western Union and FDC shall be liable for fifty percent (50%) of Restructuring Taxes (i) that would not have been imposed but for the existence of both a Western Union Tainting Act and an FDC Tainting Act, or (ii) where both a Western Union Tainting Act and an FDC Tainting Act occur, and each of the Western Union Tainting Act and the FDC Tainting Act, standing alone, would have resulted in the imposition of such Restructuring Taxes.

(c) FDC shall determine the amount of sales, transfer, value added or other similar taxes or fees (including, without limitation, all real estate, patent, copyright and trademark transfer taxes and real estate recording fees but excluding patent, copyright, and trademark recording fees and Restructuring Taxes) payable in connection with the Western Union Spin-Off Transactions (the “ Transaction Taxes ”). Each of FDC and Western Union shall timely file (or cause to be timely filed) with the appropriate taxing authorities the Tax Returns relating to such Transaction Taxes required under applicable Tax law to be filed by it, and shall remit (or cause to be remitted) payment of the Transaction Taxes due in respect of any such Tax Return. Transaction Taxes shall be the liability of the party that is primarily liable therefor under applicable Tax law.

3.05 Period That Includes The Distribution Date .

(a) To the extent permitted by law or administrative practice, the taxable year of the Western Union Parties shall be treated for all federal, state and local tax purposes as closing at the close of the Distribution Date, and all Tax computations resulting therefrom shall be made pursuant to the principles of Treasury Regulation Section 1.1502-76(b) or a corresponding provision under the laws of an applicable state, local or foreign jurisdiction.

(b) If it is necessary for purposes of this Agreement to determine the liability for Taxes for a taxable year that begins on or before and ends after the Distribution Date and is not treated under Section 3.05(a) as closing at the close of the Distribution Date, the determination shall be made by assuming that such taxable year ended on a “closing of the books” basis at the close of the Distribution Date pursuant to the principles of Treasury Regulation Section 1.1502-76(b), except that exemptions, allowances or deductions that are calculated on an annual basis (such as property taxes) shall be apportioned on a daily basis.

3.06 Allocation Of Tax Items . In completing any Tax Returns to be filed or caused to be filed by FDC or Western Union under Section 3.01 , Tax items (including, but not limited to, net operating losses and net capital losses) shall be allocated to the entity the operations of which produced such Tax items, in each case unless otherwise prohibited by the

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relevant Governmental Authority. Except as provided in Section 3.07 , it is agreed and understood that neither FDC nor Western Union shall be obligated to make any compensating payments for the use of Tax attributes of the other party (or any Affiliate thereof) in any Pre-Distribution Period, including, for the avoidance of doubt, the use of foreign tax credits, net operating losses, net capital losses or the limitation described in Section 904(a) of the Code, whether in an originally filed Tax Return, an amended Tax Return or by reason of a carryback of any such item to a Pre-Distribution Period.

3.07 Carryback Provisions . Without the consent of FDC (such consent not to be unreasonably withheld), no Western Union Party shall carry back a loss, credit, or similar Tax attribute (unless required to carry back such Tax attribute by law) from a Post-Distribution Period to a Pre-Distribution Period during which any of the Western Union Parties joined in filing a Tax Return on a consolidated, combined, or unitary basis with one or more of the FDC Parties. If FDC consents to the carryback or if the carryback is required by law, FDC shall, at Western Union’s expense, file appropriate refund claims within a reasonable period after being requested by Western Union and promptly remit to Western Union any refunds received with respect to any Tax attribute so carried back.

3.08 Amended Returns . Western Union shall not, and shall not permit any Western Union Party to, amend any Pre-Distribution Period Tax Return originally filed on a consolidated, combined, or unitary basis with one or more of the FDC Parties without first obtaining the consent of FDC, which consent shall not be unreasonably withheld.

3.09 Allocation of Tax Liability . The portion of any Tax liability for any Pre-Distribution Period (other than Restructuring Taxes) determined on a combined, consolidated or unitary basis with respect to a group of corporations including one or more Western Union Parties, on the one hand, and one or more FDC Parties, on the other hand, that constitutes Western Union Taxes shall be determined on a separate company basis for all Western Union Parties consistent with the methodology previously used in making such determination for purposes of the pro forma Tax Returns and separate audited financial statements of WUFSI.

ARTICLE IV

PAYMENTS

4.01 General Tax Payments . With respect to any Taxes for which one party (the “ Liable Party ”) is liable under Section 3.03 and that are to be remitted in connection with Tax Returns to be filed by the other party (the “ Filing Party ”) after the Distribution Date pursuant to Sections 3.01 and 3.02 , (i) upon the request of the Filing Party, the other party shall promptly provide to the Filing Party all information within the possession of the Liable Party and necessary to enable the Filing Party to file such Tax Returns and (ii) assuming compliance by the Liable Party with the Liable Party’s obligations under clause (i) (or written waiver by the Filing Party of such compliance), the Filing Party shall, not later than seven (7) days prior to the due date for remitting such Taxes (or, if the due date is within seven (7) days after the Distribution Date, as promptly following the Distribution Date as possible) provide the Liable Party with a written request showing in reasonable detail the calculation of the amount of Taxes

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(and any other amounts) owing by the Liable Party to the Filing Party pursuant to this Agreement. The Liable Party shall have the right to object in writing to such calculation on or before three (3) days after the date on which such request is provided to the Liable Party, on the grounds that there is “substantial authority” (within the meaning of Section 6662 of the Code and the Treasury regulations thereunder) for the position that the Liable Party is claiming to be the correct position and, if the Liable Party provides the Filing Party with an opinion to such effect within two (2) days after such written objection, reasonably satisfactory to the Filing Party, from an independent nationally recognized tax counsel reasonably acceptable to the Filing Party, the relevant Tax Return and the amount owing by the Liable Party shall be adjusted in a manner consistent with such opinion. Absent an objection pursuant to the preceding sentence (or absent such an opinion), the Liable Party shall pay to the Filing Party any amount not in dispute on or before the day preceding the date such Tax is due (or, if earlier, the date identified in a notice delivered by the Filing Party on which the Filing Party intends to pay, and does pay, such tax) with additional amounts to be paid by the Liable Party (together with interest at the Applicable Federal Rate accruing from the date on which such Tax Return is filed) promptly upon resolution of any objection.

4.02 Other Payments . Other payments due to a party under Section 3.03 shall be paid by the Liable Party not later than thirty (30) days after the receipt or crediting of a refund or the receipt of notice of a Final Determination to the effect that the indemnified party is liable for an indemnified cost, together with interest at a rate equal to the Applicable Federal Rate from the date on which the indemnifying party receives such receipt, credit or notice.

4.03 Notice . FDC and Western Union shall give each other prompt written notice of any payment that may be due under this Agreement.

ARTICLE V

TAX AUDITS

5.01 General . Except as otherwise provided in this Agreement, each of Western Union and FDC (as the case may be, the “ Controlling Party ”) shall have sole responsibility for and control over all Tax inquiries, audits, examinations, investigations, disputes, litigation or other proceedings (each, a “ Tax Contest ”) involving a Tax for which it is liable pursuant to Article III of this Agreement (in all cases, at its own expense); provided , that FDC and Western Union shall each have the right to Participate (at its own expense) in any Tax Contest to the extent it relates to Taxes determined on a consolidated, combined or unitary basis if any FDC Party or Western Union Party, respectively, is a member of the consolidated, combined or unitary group to which such Taxes relate. In the case of a Tax Contest involving Taxes for which each of FDC and Western Union would be liable pursuant to Article III of this Agreement, the parties agree to use reasonable best efforts to separate the issues for resolution, in which case the party that would be liable for any Tax relating to each issue will be the Controlling Party with respect to that issue. To the extent the issues cannot be separated, the party that would bear the majority of the liability if all issues were resolved unfavorably shall be the Controlling Party. If the Controlling Party relinquishes in writing its responsibility for and control over a Tax Contest or, in the reasonable opinion of the non-Controlling Party, is not

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prosecuting a Tax Contest in a manner reasonably satisfactory to the non-Controlling Party, then the non-Controlling Party may (at its own expense) elect to take over the prosecution and resolution of such Tax Contest, it being understood that the election by a non-Controlling Party to take over the prosecution and resolution of a Tax Contest shall not limit in any way any rights to indemnification that the non-Controlling Party may have under the terms of this Agreement with respect to any Taxes imposed in connection with such Tax Contest.

5.02 Indemnified Claims In General . FDC or Western Union shall promptly notify the other in writing upon the receipt of a notice of assessment by the relevant Government Authority of an adjustment to a Tax Return that (i) may result in liability of the other party (the “ Indemnitor ”) under this Agreement or (ii) could reasonably be expected to have a material effect on the Tax Liability of the other party for any Post-Distribution Period. If the Indemnitor (or such other party) is not also the Controlling Party (as determined under Section 5.01 ), the Controlling Party shall provide the Indemnitor (or such other party) with all information within the possession of the Controlling Party about the nature and amounts of the proposed adjustments and, subject to additional rights of the Indemnitor (or such other party) in certain circumstances under Section 5.03 or Section 5.04 of this Agreement, shall permit the Indemnitor (or such other party) to Participate in the Tax Contest at the Indemnitor’s (or such other party’s) own expense. The Controlling Party shall not be required to indemnify the Indemnitor (or such other party) if the Controlling Party fails to notify or provide such information to the Indemnitor (or such other party) unless the Indemnitor (or such other party) is materially prejudiced by such failure and, in any such case, the Controlling Party shall be required to indemnify only to the extent of such prejudice.

5.03 Certain Tax Claims .

(a) Any issue raised by a Governmental Authority in any Tax Contest with respect to which the Indemnitor is not the Controlling Party that could result in liability to the Indemnitor under this Agreement is defined as a Claim (a “ Claim” ). The Controlling Party shall provide notice to Indemnitor pursuant to Section 5.02 of any such Claim. Except as provided in Section 5.03(d) and notwithstanding any other provision of this Agreement that may be construed to the contrary, the Controlling Party agrees to contest any Claim and not to settle any Claim without prior written consent of the Indemnitor, if within thirty (30) days after the notice described in Section 5.02 is received by the Indemnitor, (i) the Indemnitor requests in writing that such Claim be contested and (ii) the Indemnitor agrees in writing to pay on demand all out-of-pocket costs, losses and expenses (including, but not limited to, legal and accounting fees) paid or incurred by the Controlling Party in connection with contesting such Claim. The Controlling Party, after reasonable consultation with the Indemnitor, shall determine in the Controlling Party’s sole discretion the nature of all actions to be taken to contest such Claim, including, without limitation, (x) whether any action to contest such Claim shall initially be by way of judicial or administrative proceeding, or both, (y) whether any such Claim shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof, and (z) the court or other judicial body before which judicial action, if any, shall be commenced. To the extent the Indemnitor does not Participate in the Tax Contest, the

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Controlling Party shall keep the Indemnitor (and, upon request by the Indemnitor, its counsel) informed as to the progress of the Tax Contest with respect to any Claim.

(b) If the Indemnitor requests that the Controlling Party accept a settlement of a Claim offered by the relevant Governmental Authority and if such Claim may, in the reasonable discretion of the Controlling Party, be settled without prejudicing any claims the relevant Governmental Authority may have with respect to matters unrelated to the Claim, the Controlling Party shall either accept such settlement offer or agree with the Indemnitor that the Indemnitor’s liability with respect to such Claim shall be limited to the lesser of (i) an amount related to such Claim calculated on the basis of such settlement offer plus (without duplication) interest and any penalties owed to the relevant Governmental Authority on the date of eventual payment or (ii) the amount related to such Claim calculated on the basis of a Final Determination.

(c) If, after consultation with the Indemnitor, the Controlling Party shall elect to pay the Tax claimed pursuant to a Claim and seek a refund, the Indemnitor shall provide sufficient funds to the Controlling Party (with no net after-Tax cost to the Controlling Party) to cover any applicable indemnity obligations of the Indemnitor. To the extent such refund claim is ultimately disallowed, the amount provided by the Indemnitor or portion thereof equal to the amount of the refund claim so disallowed shall be applied against the Indemnitor’s obligation to make indemnity payments pursuant to this Agreement. To the extent such refund claim is allowed, the Controlling Party shall pay to the Indemnitor all amounts provided to the Controlling Party with respect to the indemnity obligation within ten (10) days of the receipt of such refund (or if the Controlling Party would have received such refund but for the existence of a counterclaim or other claim not indemnified by the Indemnitor under this Agreement, within ten (10) days of the final resolution of the contest), plus an amount equal to any interest received (or that would have been received) from the relevant Governmental Authority that is properly attributable to such amount.

(d) Except as provided below, the Controlling Party shall not settle a Claim that the Indemnitor is entitled to require the Controlling Party to contest under Section 5.03(a) without the prior written consent of the Indemnitor, which consent may not be unreasonably withheld. At any time, whether before or after commencing to take any action pursuant to this Section 5.03 with respect to any Claim, the Controlling Party may decline to take action with respect to such Claim and may settle such Claim without the prior written consent of the Indemnitor by notifying the Indemnitor in writing that the Indemnitor is released from its obligations to indemnify the Controlling Party with respect to such Claim (which notification shall release the Indemnitor from such obligations except to the extent the Indemnitor has agreed in writing that it would be willing to have its liability calculated on the basis of a settlement offer, as provided in Section 5.03(b) , at that point in the contest) and with respect to any Claim related to such Claim or based on the outcome of such Claim. If the Controlling Party settles any Claim or otherwise takes or declines to take any action pursuant to this paragraph, the Controlling Party shall pay to the Indemnitor any amounts paid or advanced by the Indemnitor with respect to such Claim (other than amounts payable by the Indemnitor in

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connection with a settlement offer pursuant to Section 5.03(b) ), plus interest attributable to such amounts.

5.04 Certain Other Tax Claims .

(a) Notwithstanding anything herein to the contrary, the Controlling Party with respect to any issue arising in a Tax Contest agrees not to settle (or take any other action with respect to) such Tax Contest, to the extent such settlement (or other action) could reasonably be expected to have a material adverse effect on the Tax liability of the non-Controlling Party for any Post-Distribution Period, without the consent of the non-Controlling Party, which consent shall not be unreasonably withheld.

(b) Without limiting the foregoing, in the event that Western Union is the Controlling Party with respect to a Tax Contest involving a Tax Return for any Pre-Distribution Period filed on a consolidated, combined or unitary basis with one or more of the FDC Parties, then Western Union must consult in good faith with FDC before taking any course of action with respect to such Tax Contest that could reasonably be expected to have a material adverse effect on any FDC Party, including, without limitation, any course of action that would result in a material extension of the period during which the taxable year or period to which such Tax Contest relates remains subject to further audit or examination by any Governmental Authority. If any such material adverse effect on any FDC Party could reasonably be expected to occur, Western Union agrees to take all reasonable steps, as requested by FDC, to mitigate the adverse effect, including, without limitation, (i) severing the issue with respect to which Western Union is the Controlling Party from any remaining issues in the Tax Contest to the extent administratively or legally possible or (ii) requesting “fast track” or similar administrative appeals.

(c) Without limiting the foregoing, in the event that FDC is the Controlling Party with respect to a Tax Contest involving a Tax Return for any Pre-Distribution Period filed on a consolidated, combined or unitary basis with one or more of the Western Union Parties, then FDC must consult in good faith with Western Union before taking course of action with respect to such Tax Contest that could reasonably be expected to have a material adverse effect on any Western Union Party, including, without limitation, any course of action that would result in a material extension of the period during which the taxable year or period to which such Tax Contest relates remains subject to further audit or examination by any Governmental Authority. If any such material adverse effect on any Western Union Party could reasonably be expected to occur, FDC agrees to take all reasonable steps, as requested by Western Union, to mitigate the adverse effect, including, without limitation, (i) severing the issue with respect to which FDC is the Controlling Party from any remaining issues in the Tax Contest to the extent administratively or legally possible or (ii) requesting “fast track” or similar administrative appeals.

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ARTICLE VI

COOPERATION; RECORD RETENTION

6.01 General . In addition to any obligations imposed pursuant to the Separation Agreement (including, without limitation, those specified in Section 14.7 of the Separation Agreement), FDC and Western Union shall cooperate with each other in the filing of any Tax Returns and the conduct of any Tax Contest and each shall execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Agreement. Each party agrees to notify the other party in writing of any audit adjustments that do not result in Tax liability but could reasonably be expected to affect Tax Returns of the other party or its Affiliates for a Post-Distribution Period.

6.02 Cooperation With Respect To Tax Return Filings, Examinations And Tax Related Controversies . In addition to any obligations imposed pursuant to the Separation Agreement (including, without limitation, those specified in Section 14.7 of the Separation Agreement), each party shall fully cooperate (and shall cause its Affiliates to fully cooperate) with the other party (or its Affiliates) and its representatives, in a prompt and timely manner, in connection with (i) the preparation and filing of any Tax Return required to be filed by such other party pursuant to Article III and (ii) any Tax Contest with respect to which such other party is the Controlling Party or a Participant. Such cooperation shall include, but shall not be limited to, (x) the execution and delivery to such other party any reasonably requested powers of attorney, (y) making available to such other party, during normal business hours, and within fifteen (15) days of any written request therefor, (A) all relevant books, records and information, (B) the assistance of all officers and employees and (C) access to any software, files or other data necessary to complete any Tax Return, in each case, to the extent reasonably requested. Specifically in regard to clause (B) of the preceding sentence (and without limiting the foregoing), it is the mutual intent of both parties that the income tax compliance personnel of Western Union shall continue after the Distribution Date, to the extent reasonably requested by FDC, to perform their Pre-Distribution Period duties and responsibilities associated with the preparation and filing of all federal, state or local income Tax Returns that (i) relate to any period beginning on or prior to the Distribution Date, (ii) are due after the Distribution Date, and (iii) are filed on a consolidated, combined or unitary basis involving one or more Western Union Parties and one or more FDC Parties.

6.03 Record Retention; Data Access . In addition to any obligations imposed pursuant to the Separation Agreement (including, without limitation, those specified in Section 14.7 of the Separation Agreement), FDC and Western Union shall (i) in accordance with their then current record retention policy, retain records, documents, accounting data and other information (including, without limitation, computer data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of any FDC Party or any Western Union Party for any Pre-Distribution Period or any Post-Distribution Period or for the audit of such Tax Returns; and (ii) give to the other reasonable access to such records, documents, accounting data and other information (including, without limitation, computer data) and to its personnel (insuring their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a party under this Agreement or for purposes

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of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting party. If at any time after the Distribution Date a Western Union Party proposes to destroy such material or information relating to an FDC Party, it shall first notify FDC in writing and FDC shall be entitled to receive such materials or information proposed to be destroyed. If at any time after the Distribution Date an FDC Party proposes to destroy such material or information relating to a Western Union Party, it shall first notify Western Union in writing and Western Union shall be entitled to receive such materials or information proposed to be destroyed.

6.04 Confidentiality . For the avoidance of doubt, to the extent applicable, the obligations imposed pursuant to the Separation Agreement (including, without limitation, those specified in Section 14.8 of the Separation Agreement) with respect to confidentiality shall apply with respect to any information relating to Tax matters.

ARTICLE VII

DISPUTES

If FDC and Western Union cannot agree on the calculation of any liability under this Agreement, or the interpretation or application of any provision under this Agreement, either party may provide to the other party written notice of intent to invoke the dispute resolution procedures of this Article VII . Within ten (10) days following the receipt of such written notice, FDC and Western Union shall jointly retain a nationally recognized law firm or “big four” accounting firm, which firm is independent of both parties (the “ Independent Firm ”), to resolve the dispute. If the parties cannot jointly agree on an Independent Firm to resolve the dispute within the ten (10) day period, then within a period of an additional ten (10) days, each party shall select a nationally recognized law firm or “big four” accounting firm, which firm is independent of both parties, and those firms shall jointly select an Independent Firm which shall make the determination under this Article VII . The Independent Firm shall act as an arbitrator to resolve all points of disagreement and its decision shall be final and binding upon all parties involved. The Independent Firm shall determine the appropriate outcome based upon this Agreement with respect to each disputed item. The Independent Firm shall make such determinations by the earlier of (i) ninety (90) days from the date that it is selected and (ii) ten (10) days prior to the date on which response with respect to a disputed item is due to the relevant Governmental Authority, unless FDC and Western Union mutually agree on an extension of such period or the Independent Firm, in its discretion, determines that an extension of such period is warranted by exceptional circumstances; provided , that in all events, such determination shall be made no later than five (5) days prior to the date on which response with respect to a disputed item is due to the relevant Governmental Authority. FDC and Western Union shall provide the Independent Firm with such information or documentation as the Independent Firm deems in its discretion to be necessary for it to make the determinations requested of it. Any determination by the Independent Firm shall be in writing. Following the decision of the Independent Firm, FDC and Western Union shall each take or cause to be taken any action necessary to implement the decision of the Independent Firm. The fees and expenses relating to the Independent Firm shall be borne by the party that such Independent Firm determines has lost the dispute. In all other events, the fees and expenses relating to the

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Independent Firm shall be shared based on the difference between the FDC’s position, on the one hand, and Western Union’s position, on the other hand, initially presented to the Independent Firm (based on the aggregate of all differences taken as a whole) and the final resolution as determined by the Independent Firm in proportion to the total difference between FDC’s and the Western Union’s initial positions.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.01 Entire Agreement . This Agreement embodies the entire understanding between the parties relating to its subject matter and supersedes and terminates all prior agreements and understandings, if any, among the parties with respect to such subject matter. No promises, covenants or representations of any kind, other than those expressly stated herein, have been made to induce any party to enter into this Agreement. This Agreement shall not be modified or terminated except by a writing duly signed by each of the parties hereto, and no waiver of any provisions of this Agreement shall be effective unless in a writing duly signed by the party sought to be bound. If, and to the extent that, the provisions of this Agreement conflict with the Separation Agreement, or any other agreement entered into in connection with the Western Union Spin-Off Transactions, the provisions of this Agreement shall control.

8.02 Survival . Notwithstanding any provision in this Agreement to the contrary, the provisions of this Agreement shall survive until the expiration of any applicable statute of limitations; provided , that any liabilities determined under this Agreement shall survive indefinitely.

8.03 Headings . All headings contained in this Agreement are for convenience only and shall not be deemed a part of this Agreement.

8.04 Severability . If any provision of this Agreement or the application of any such provision to any person or circumstances shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

8.05 Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

8.06 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of Delaware.

8.07 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

8.08 Notices . Any payment, notice or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when

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delivered personally, (ii) if transmitted by facsimile (or other electronic means), when confirmation of transmission is received, or (iii) if sent by registered or certified mail, return receipt requested, or by private courier, when received. Any notice shall be addressed as follows:

If to FDC, to it at:

First Data Corporation

6200 South Quebec Street, Suite 430

Greenwood Village, Colorado 80111

Attention: Senior Vice President, Tax

Facsimile: (303) 967-7303

If to Western Union, to it at:

The Western Union Company

12500 East Belford Avenue, Mailstop M23B7

Englewood, Colorado 80112

Attention: Senior Vice President, Tax

Facsimile: (720) 332-0609

8.09 No Third-Party Beneficiaries . Nothing in this document shall be deemed to create any right in any person not a party hereto and this instrument shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party except as aforesaid.

8.10 Mutual Drafting . This Agreement shall be deemed to be the joint work product of FDC and Western Union and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized representatives as of the date first above written.

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT is made as of September 29, 2006 between First Data Corporation, a Delaware corporation (“ First Data ”), and The Western Union Company, a Delaware corporation (“ Western Union ”) and, as of the date hereof, a wholly-owned subsidiary of First Data.

RECITALS

A. First Data and Western Union have entered into a Separation and Distribution Agreement dated as of September 29, 2006 (the “ Distribution Agreement ”) pursuant to which First Data will distribute on a pro rata basis to the holders of First Data’s Common Stock, $0.01 par value per share (“ First Data Common Stock ”), without any consideration being paid by the holders of such First Data Common Stock, all of the outstanding shares of Western Union’s Common Stock, $0.01 par value per share (“ Western Union Common Stock ”) then owned by First Data (the “ Distribution ”).

B. In connection with the Distribution, First Data and Western Union desire to enter into this Employee Matters Agreement.

In consideration of the mutual promises contained herein and in the Distribution Agreement, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.01 Unless otherwise defined herein, each capitalized term shall have the meaning specified for such term in the Distribution Agreement. As used in this Agreement:

“ Agreement ” means this Employee Matters Agreement together with those parts of the Distribution Agreement referenced herein and all Schedules hereto and all amendments, modifications and changes hereto and thereto.

“ Business Employee ” means a Transferred Employee or any other individual employed at any time on or prior to the Distribution Date by Western Union or any of its Subsidiaries or Affiliates who has, as of the Distribution Date, or who, immediately prior to his or her termination of employment with all of First Data, its Subsidiaries and their respective Affiliates, had employment duties primarily related to the Transferred Business.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at Section 4980B of the Code, as amended.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Domestic Business Employee ” means a Business Employee who is located in the United States or who is an expatriate Business Employee employed by a Western Union U.S.

entity but who is performing services outside of the United States for a temporary period of time at the request of his employer.

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001, et . seq .

“ First Data Non-ERISA Benefit Arrangement ” means any Non-ERISA Benefit Arrangement sponsored or maintained by First Data.

“ First Data Plan ” means any Pension Plan or Welfare Plan sponsored or maintained by First Data.

“ IRS ” means the U.S. Internal Revenue Service.

“ Non-Domestic Business Employee ” means a Business Employee who is located outside the United States or who is an inpatriate Business Employee in the U.S. employed by a Western Union Non-U.S. entity but who is performing services in the United States for a temporary period of time at the request of his employer.

“ Non-ERISA Benefit Arrangement ” means any contract, agreement, policy, practice, program, plan, trust or arrangement, other than a Pension Plan or Welfare Plan, providing for benefits, perquisites or compensation of any nature to any Business Employee, or to any family member, dependent or beneficiary of any such Business Employee, including, without limitation, disability, severance, health, dental, life, accidental death and dismemberment, travel and accident, tuition reimbursement, supplemental unemployment, vacation, sick, personal or bereavement days, holidays, retirement, deferred compensation, profit sharing, bonus, stock-based compensation or other forms of incentive compensation.

“ Pension Plan ” means any pension plan as defined in Section 3(2) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“ Transferred Employee ” means an employee of First Data or any First Data Subsidiary (other than Western Union or any Western Union Subsidiary) whose employment is transferred to Western Union immediately prior to the Distribution Date.

“ Welfare Plan ” means any employee welfare plan as defined in Section 3(1) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

1.02 In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) references to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates following the Distribution;

(c) references to any gender includes the other gender;

(d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(e) references to any Article, Section or Schedules means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(f) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

(g) references to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(h) references to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(i) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(j) accounting terms used herein shall have the meanings historically ascribed to them by First Data and its Subsidiaries, including Western Union, in its and their internal accounting and financial policies and procedures in effect prior to the date of this Agreement;

(k) if there is any conflict between the provisions of the Distribution Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the provisions of the body of this Agreement and the Schedule hereto, the provisions of the body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(l) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(m) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Affiliates to take such action or refrain from taking such action, as the case may be; and

(n) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States.

ARTICLE II

ASSIGNMENT OF EMPLOYEES

Effective immediately prior to the Distribution Date, the employment of the Transferred Employees by First Data shall be terminated and thereupon shall commence with and shall be assigned and transferred to Western Union or a Western Union Subsidiary. Notwithstanding anything set forth below or herein to the contrary, nothing in this Agreement shall create any obligation on the part of any Western Union Party to continue the employment of any employee for any definite period following the Distribution Date or to change the employment status of any employee from “at will.” Notwithstanding the foregoing, if and only to the extent necessary to preserve payroll, benefits, or other legal entitlements with respect to employees outside the United States, a Western Union Party and a First Data Party may enter into one or more agreements whereby such Party may lease employees from the other company or its Subsidiary for a period of not more than three calendar months following the Distribution Date. Any such agreement(s) shall require the company benefiting from the services of such employee(s) to fully reimburse the leasing company for the full cost of the employee(s) remuneration and shall contain other terms and conditions consistent with an arm’s length commercial relationship between the leasing entity and the service recipient.

ARTICLE III

PENSION PLANS

3.01 U.S. Defined Contribution Plans.

(a) Western Union ISP.

(1) Establishment of Western Union Company Incentive Savings Plan. On or before, but effective as of the close of business on the Distribution Date, Western Union shall adopt, establish and maintain a 401(k) profit sharing Pension Plan and trust intended to be qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code (the “ Western Union ISP ”). As soon as practicable after the adoption of the Western Union ISP, Western Union shall submit an application for determination to the IRS for a determination that the Western Union ISP is qualified under Section 401(a) of the Code and that the related trust is exempt from federal income tax under Section 501(a) of the Code, and shall take any actions not inconsistent with Western Union’s other general commitments contained in this Agreement and make any amendments necessary to receive such determination.

(2) Transfer of Account Balances and Unallocated Amounts. As soon as administratively practicable after the Distribution Date, there shall be transferred from the First Data Corporation Master Trust for Defined Contribution Plans (“ DC Master Trust ”) to the trust established by Western Union for the Western Union ISP assets having a value as of the applicable valuation date that are equal to the value of the account balances of, and liabilities with respect to, all Business Employees (other than Business Employees whose employment has

terminated prior to the Distribution Date and other than Business Employees located in Puerto Rico) with an account balance under the First Data Corporation Incentive Savings Plan (“ First Data ISP ”) as of such valuation date. In addition, as soon as administratively practicable after the Distribution Date, there shall be transferred from the DC Master Trust to the trust established by Western Union to hold Western Union ISP assets a pro rata share of all unallocated amounts held in the DC Master Trust (other than unallocated forfeitures attributable to the Western Union Financial Services, Inc. Retirement Savings Plan for Bargaining Unit Employees), determined based upon the ratio of the sum of the account balances of the Business Employees described in the immediately preceding sentence as of the applicable valuation date to the sum of all account balances held in the DC Master Trust as of such valuation date. Such transferred assets shall be in cash, shares of securities, promissory notes evidencing outstanding plan loans of such Business Employees, and shares of First Data Common Stock and Western Union Common Stock, and such transfer shall be made in accordance with Section 414(l) of the Code. Liabilities under any qualified domestic relations orders (as defined in Section 414(p) of the Code) received with respect to any accounts transferred to the Western Union ISP shall be transferred to and assumed by the Western Union ISP at the time such assets attributable to such accounts are transferred. Western Union shall assume and thereafter be solely responsible for all then existing and future employer liabilities related to such Business Employees under the Western Union ISP and the administration thereof, and the First Data Parties shall have no liability therefor.

(b) Western Union Financial Services, Inc. Retirement Savings Plan for Bargaining Unit Employees. Following the Distribution Date, Western Union Financial Services, Inc. shall continue to be the plan sponsor of the Western Union Financial Services, Inc. Retirement Savings Plan for Bargaining Unit Employees (the “ RSP ”). As soon as administratively practicable after the Distribution Date, there shall be transferred from the DC Master Trust to the trust established by Western Union Financial Services, Inc. (or its designee) for the RSP assets (the “ RSP Trust ”) having a value as of the applicable valuation date that are equal to the value of the account balances of, and liabilities with respect to, the RSP as of such valuation date. In addition, as soon as administratively practicable after the Distribution Date, there shall be transferred from the DC Master Trust to the RSP Trust all unallocated forfeitures attributable to the RSP as well as a pro rata share of all other unallocated amounts held in the DC Master Trust, determined based upon the ratio of the sum of the account balances of the RSP as of the applicable valuation date to the sum of all account balances held in the DC Master Trust as of such valuation date. Following the date of such asset transfer, the First Data Parties shall have no liability relating to the RSP.

(c) Western Union Pension Plan and Western Union Financial Services, Inc. Pension Plan. Following the Distribution Date, Western Union Financial Services, Inc. shall continue to be the plan sponsor of the Western Union Pension Plan and the Western Union Financial Services, Inc. Pension Plan. As soon as administratively practicable after the Distribution Date, there shall be retitled in the name of the Western Union Master Pension Trust as established by Western Union Financial Services, Inc. (or its designee) assets having a value as of the applicable valuation date that are equal to the

value of the accrued benefits of, and liabilities with respect to, the Western Union Pension Plan and the Western Union Financial Services, Inc. Pension Plan as of such valuation date, as determined by First Data and Western Union. Following the date of the transaction contemplated in the immediately preceding sentence, the First Data Parties shall have no liability arising out of or otherwise with respect to the Western Union Pension Plan or the Western Union Financial Services, Inc. Pension Plan.

3.02 Supplemental Non-Qualified Deferred Compensation Plan. On or before, but effective as of the close of business on Distribution Date, Western Union shall adopt a non-qualified deferred compensation plan (the “ Western Union Supplemental Incentive Savings Plan ”). Western Union shall assume, and shall cause the Western Union Supplemental Incentive Savings Plan to assume, responsibility for all liabilities and fully perform, pay and discharge all obligations, when such obligations become due, to the Business Employees under the First Data Corporation Supplemental Incentive Savings Plan (“ SISP-1 and SISP-2 ”) immediately prior to the Distribution Date. Following such date, the First Data Parties shall have no liability arising out of or otherwise with respect to the SISP-1 and SISP-2.

3.03 Non-U.S. Retirement Plans. Following the Distribution Date, Western Union shall cause its Non-U.S. Subsidiaries to continue to maintain in full force and effect retirement plans as were sponsored and maintained by such Subsidiaries immediately prior to the Distribution Date, and neither First Data nor any First Data Subsidiary shall have any liability or obligation with respect to such plans or any participants or former participants in such plans with respect to their participation therein. In addition, effective either prior to or as of the Distribution Date, Western Union shall cause its Non-U.S. Subsidiaries in the United Kingdom, Japan, Canada, and Australia to adopt retirement plans with appropriate eligibility and benefits terms to ensure that Non-Domestic Business Employees in such countries are either (1) eligible to participate in the same type of plan and enjoy the same level of benefits for which such Non-Domestic Business Employees were eligible immediately prior to the Distribution Date (or date of plan adoption, if earlier), or (2) eligible to participate in a plan intended to provide a comparable level of benefits for which such Non-Domestic Business Employees were eligible immediately prior to the Distribution Date (or date of plan adoption, if earlier).

ARTICLE IV

WELFARE PLANS

4.01 Western Union Financial Services, Inc. Health and Welfare Benefit Plan. Following the Distribution Date, Western Union Financial Services, Inc. shall continue to be the plan sponsor of the Western Union Financial Services, Inc. Health and Welfare Benefit Plan, and the First Data Parties shall have no liability relating to such plan. The Western Union Financial Services, Inc. Health and Welfare Benefit Plan covers only collectively bargained employees. As of the date of this Agreement, all eligible non-union Domestic Business Employees participate in the First Data Corporation Health and Welfare Benefit Plan.

4.02 Continued Participation in First Data U.S. Welfare Plans; Establishment of Separate U.S. Welfare Plan Contracts. For the period beginning at the close of business on the Distribution Date and ending as of 11:59 p.m. on December 31, 2006, all eligible non-union Domestic Business Employees shall continue to be eligible to participate in the First Data Corporation Health and Welfare Benefit Plan. First Data and Western Union shall take reasonable steps to have separate provider contracts established under the terms of the First Data Corporation Health and Welfare Benefit Plan to provide coverage to Domestic Business Employees during such period. In consideration for the continued participation of the eligible non-union Domestic Business Employees in the First Data Corporation Health and Welfare Benefit Plan through December 31, 2006, Western Union shall pay to First Data, or reimburse it for, such amounts as are set forth in the Health and Life Benefits Schedule to the Transition Services Agreement.

4.03 Western Union’s Welfare Plans. (a) On or before, but effective as of January 1, 2007, Western Union shall have adopted for the benefit of eligible Domestic Business Employees and their respective eligible dependents, health (including medical, vision and dental), life, accidental death and dismemberment, disability and other Welfare Plans as determined by Western Union (the “ Western Union Welfare Plans ”). Domestic Business Employees shall be eligible to participate in the Western Union Welfare Plans as of January 1, 2007 on the terms established by Western Union.

(b) Following the Distribution Date, Western Union shall cause its Non-U.S. Subsidiaries to continue to maintain in full force and effect Welfare Plans as were sponsored and maintained at such Subsidiaries immediately prior to the Distribution Date, and neither First Data nor any First Data Subsidiary shall have any liability or obligation with respect to such plans or any participants or former participants in such plans with respect to their participation therein. First Data and Western Union shall have separate provider contracts established for employees of First Data and Western Union Non-U.S. Subsidiaries effective on or prior to the Distribution Date. In addition, effective either prior to or as of the Distribution Date, Western Union shall cause its Non-U.S. Subsidiaries in the United Kingdom, Japan, Canada, and Australia to adopt Welfare Plans with appropriate eligibility and benefits terms, to ensure that Non-Domestic Business Employees in such countries are either (1) eligible to participate in the same type of plan and enjoy the same level of benefits for which such Non-Domestic Business Employees were eligible immediately prior to the Distribution Date (or date of plan adoption, if earlier), or (2) eligible to participate in a plan intended to provide a comparable level of benefits for which such Non-Domestic Business Employees were eligible immediately prior to the Distribution Date (or date of plan adoption, if earlier), and neither First Data nor any First Data Subsidiary shall have any liability or obligation with respect to such plans or any participants in such plans.

4.04 Welfare Plan Liabilities.

(a) Western Union Liabilities. Except as otherwise provided in this Agreement, Western Union shall assume, and be solely responsible for all First Data and Western Union Welfare Plan liabilities incurred by any Business Employee on or after the Distribution Date.

(b) First Data Liabilities. First Data shall continue to be responsible after the Distribution Date for employer liabilities under the First Data Corporation Health and Welfare Benefit Plan and any Non-U.S Welfare Benefit Plan incurred with respect to Business Employees and their eligible dependents only with respect to the following (except as otherwise provided in this Agreement):

(1) Continuation Coverage for Terminated Domestic Business Employees and their Dependents. Any Domestic Business Employee whose employment terminates prior to January 1, 2007 for any reason, including a Domestic Business Employee currently receiving First Data Corporation Health and Welfare Plan benefits pursuant to a termination agreement or an “Agreement and Release” under the applicable First Data severance policy, and any dependent of such Domestic Business Employee, who elected or is eligible to elect, pursuant to rights under COBRA or any comparable state law, to continue participation in the First Data Corporation Health and Welfare Benefit Plan on the applicable date of termination;

(2) Disabled Persons. First Data shall continue to be responsible after the Distribution Date for all claims for long-term disability incurred prior to the Distribution Date by any non-union Domestic Business Employee who is absent from active employment due to a total disability, as defined in the First Data Corporation Health and Welfare Benefit Plan, on or prior to the Distribution Date to the extent that such long-term disability benefits are provided under an insurance contract. First Data shall also be responsible for long-term disability benefits for any Domestic Business Employee who is receiving weekly short-term disability benefits as of the Distribution Date and who becomes eligible for long-term disability benefits thereafter, provided that the total disability relates to the same condition for which weekly short-term disability benefits were paid and, provided further, that such long-term disability benefits are payable under an insurance contract. Western Union shall assume and be solely responsible for all other claims for long-term disability payable on or after the Distribution Date with respect to any Business Employee and shall continue to be responsible for all claims for short-term disability benefits for any Domestic Business Employee, without regard to when the disability occurred.

4.05 Flexible Spending Accounts. For the period beginning at the close of business on the Distribution Date and ending as of 11:59 p.m. on December 31, 2006, all eligible non-union Domestic Business Employees shall continue to be eligible to participate in the First Data Flexible Spending Account Plan (the “ First Data FSA ”). Payflex, the current First Data FSA vendor, shall maintain the flexible spending account balances for all Domestic Business Employees under the First Data FSA as of December 31, 2006. All 2006 Claims made by Domestic Business Employees shall be submitted to Payflex. Any forfeitures attributable to Domestic Business Employees under the First Data FSA which occur after all 2006 Claims have been processed by Payflex shall be used by First Data as permitted under applicable regulations and an equivalent amount reimbursed to Western Union. For purposes of this Section 4.05, the term “ 2006 Claims ” means: (i) any claims by Domestic Business Employees incurred on or prior to December 31, 2006, and (ii) any claims by Domestic Business Employees incurred through

March 15, 2007 and which are designated by the Domestic Business Employees to be offset against their respective December 31, 2006 balances under the First Data FSA. Effective January 1, 2007, Western Union shall adopt and maintain a flexible spending account plan (the “ Western Union FSA ”) with a new FSA vendor. All claims incurred under the Western Union FSA by Domestic Business Employees shall be made to the new Western Union FSA vendor.

4.06 First Data Assets. First Data shall retain all claim reserves, bank accounts, trust funds or other balances maintained by or on behalf of the First Data Corporation Health and Welfare Benefit Plan.

ARTICLE V

EQUITY COMPENSATION PLANS

5.01 Stock Options.

(a) First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors, so that options issued under the First Data Corporation 1992 Long Term Incentive Plan, the 2002 First Data Corporation Long Term Incentive Plan, the First Data Corporation 1993 Director’s Stock Option Plan, the Concord EFS, Inc. 1993 Incentive Stock Option Plan, the Concord EFS, Inc. 2002 Stock Option Plan, and the Star Systems, Inc. 2000 Equity Incentive Plan (collectively, the “ First Data LTIPs ”) to purchase First Data Common Stock (“ First Data Stock Options ”) held at the close of business on the Distribution Date by current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees and Business Employees whose employment terminated prior to the Distribution Date (or their respective transferees) shall be replaced pursuant to the terms of the First Data LTIPs with an adjusted First Data Stock Option with an adjusted exercise price and a substitute option issued under The Western Union Company 2006 Long Term Incentive Plan or The Western Union Company 2006 Non-Employee Director Equity Compensation Plan (collectively the “ Western Union LTIP s”) to purchase Western Union Common Stock (a “ Western Union Stock Option ”). Such replacement will be implemented in a manner such that immediately following the Distribution (i) the number of shares relating to the adjusted First Data Stock Option will be equal to the number of shares of First Data Common Stock subject to such option immediately prior to the Distribution, (ii) the number of shares subject to the substitute Western Union Stock Option will be equal to the number of shares of Western Union Common Stock that the option holder would have received in the Distribution had the First Data Common Stock subject to the option represented outstanding shares of First Data Common Stock, and (iii) the per share option exercise price of the original First Data Stock Option will be proportionally allocated between such separate stock options based upon the relative per share trading prices of First Data Common Stock and Western Union Common Stock immediately after the Distribution (determined as described below), with the intention that such adjustment and substitution satisfy the requirements of Section 424 of the Code

and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code. For purposes of this Agreement, the per share price of First Data Common Stock immediately after the Distribution shall be the per share closing price on the Distribution Date of such stock trading “with due bills” less the per share closing price of Western Union Common Stock trading on a “when issued” basis, and the per share price of Western Union Common Stock immediately after the Distribution shall be the closing price per share of such stock on the Distribution Date trading on a “when issued” basis. Each adjusted First Data Option and substituted Western Union Option adjusted from or substituted for an original First Data Option described in this Section 5.01(a) , when combined, will in the exclusive and sole discretion of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of such original First Data Option, and each will preserve the ratio from the original option of the exercise price to the fair market value of the stock subject to the option. Fractional shares shall be adjusted or compensated by First Data as appropriate in the sole discretion of the Compensation Committee of the First Data Board of Directors.

(b) First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors, so that First Data Stock Options held at the close of business on the Distribution Date by a Business Employee, other than a Business Employee whose employment terminated prior to the Distribution Date, and each First Data Stock Option held by a director of First Data who will become a director of Western Union on or before the Distribution Date (or their respective transferees) will, pursuant to the terms of the applicable First Data LTIP and the applicable Western Union LTIP and this Agreement, be replaced with a substitute Western Union Stock Option issued under the Western Union LTIPs, with the intention that such substitution satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code. Each such substitute option will in the absolute discretion of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of the original First Data Stock Option for which it is substituted and the ratio in the original option of the exercise price to the fair market value of the stock by adjusting the number of shares purchasable and the exercise price, based on a comparison of the per share trading price of First Data Common Stock immediately prior to the Distribution (determined as described below), which includes the value of Western Union, and the per share trading price of Western Union Common Stock immediately after the Distribution (determined as described in Section 5.01(a)). For purposes of this Agreement, the per share trading price of First Data Common Stock immediately prior to the Distribution shall be the per share closing price on the Distribution Date of such stock trading “with due bills.” Fractional shares shall be adjusted or compensated by First Data as appropriate in the sole discretion of the Compensation Committee of the First Data Board of Directors.

(c) With respect to substituted Western Union Stock Options held by current and former employees and directors of First Data and its Subsidiaries and Affiliates (and their respective transferees), Western Union shall engage Salomon Smith Barney or such other entity as shall be designated by Western Union (with the consent of First Data, which consent shall not unreasonably be withheld) to act as recordkeeper for such

substituted Western Union Stock Options (including the responsibility to take customary actions with respect to broker-assisted cashless exercise thereof). If the exercise of such substituted Western Union Stock Options is made pursuant to a broker-assisted cashless exercise through the recordkeeper in accordance with the regulations of the Federal Reserve Board, then immediately after such exercise, the recordkeeper shall sell the number of shares necessary for the following payments to be remitted (which may be all the shares): (i) to the issuer of the option, the exercise price, and (ii) to the employer of the option holder, the employee’s share of income and payroll taxes. Thereafter, there shall be remitted to the option holder: (i) the balance of the proceeds from the sale of all shares or (ii) the remaining whole shares and cash for any fractional shares, as applicable.

5.02 Restricted Stock. First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors pursuant to the terms of the applicable First Data LTIP and the applicable Western Union LTIP and this Agreement, so that current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees, and Business Employees whose employment terminated prior to the Distribution Date, (or their respective transferees) and who on the Distribution Date hold shares of First Data Common Stock issued under one or more First Data LTIPs that are subject to restrictions on sale and transfer (“ First Data Restricted Stock ”) receive shares of Western Union Common Stock that are subject to restrictions on sale and transfer (“ Western Union Restricted Stock ”) in connection with the Distribution under the applicable Western Union LTIP based upon the number of shares of First Data Restricted Stock they hold. In the case of any outstanding First Data Restricted Stock awards which vest based on attainment of a specified share price of First Data Common Stock, such price targets shall be adjusted based on the relative per share trading prices of First Data Common Stock and Western Union Common Stock immediately after the Distribution (determined as described in Section 5.01(a)). First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors pursuant to the terms of the applicable First Data LTIP and the applicable Western Union LTIP and this Agreement, so that the shares of First Data Restricted Stock held by Business Employees, other than Business Employees whose employment terminated prior to the Distribution Date, and any First Data director who will become a director of Western Union on or before the Distribution Date, (or their respective transferees) will be replaced with substitute shares of Western Union Restricted Stock issued under the applicable Western Union LTIP. Each such substitute Western Union Restricted Stock award will in the absolute discretion of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of the original First Data Restricted Stock award for which it was substituted by adjusting the number of restricted shares based on a comparison of the per share trading price of First Data Common Stock immediately prior to the Distribution (determined as described in Section 5.01(b)), which includes the value of Western Union, and the per share trading price of Western Union Common Stock immediately after the Distribution (determined as described in Section 5.01(a)). In the case of any outstanding First Data Restricted Stock awards which vest based on attainment of a specified share price of First Data Common Stock, such price

targets of the replaced Western Union Restricted Stock shall also be adjusted based on a comparison of the per share trading price of First Data Common Stock immediately prior to the Distribution (determined as described in Section 5.01(b)), which includes the value of Western Union, and the per share trading price of Western Union Common Stock immediately after the Distribution (determined as described in Section 5.01(a)). All employment with both First Data and Western Union shall be taken into account for purposes of determining when the restrictions on the sale and transfer of such shares lapse. Such substitution and replacement shall be intended to satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code. Fractional shares shall be adjusted or compensated by First Data as appropriate in the sole discretion of the Compensation Committee of the First Data Board of Directors.

5.03 Restricted Stock Units. First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors pursuant to the terms of the applicable First Data LTIP and the applicable Western Union LTIP and this Agreement, so that current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees and Business Employees whose employment terminated prior to the Distribution Date (or their respective transferees) will have each of their First Data Restricted Stock Units (as defined in the First Data LTIPs) replaced with an adjusted First Data Restricted Stock Unit and a substitute Western Union restricted stock unit issued under the Western Union LTIPs (“ Western Union Restricted Stock Unit ”). The number of Western Union Restricted Stock Units issued in replacement for such First Data Restricted Stock Units shall be calculated so that immediately following the Distribution (i) the number of First Data Restricted Stock Units will be equal to the number of First Data Restricted Stock Units held by the participant immediately prior to the Distribution, and (ii) the number of Western Union Restricted Stock Units will be equal to the number of shares of Western Union Common Stock that the holder of the restricted stock unit would have received in the Distribution had the First Data Restricted Stock Unit represented outstanding shares of First Data Common Stock. First Data and Western Union shall take any and all action as shall be necessary or appropriate, including without limitation, approval of the provisions of this Article V by the Western Union Board of Directors and the Compensation Committee of the First Data Board of Directors pursuant to the terms of the applicable First Data LTIP and the applicable Western Union LTIP and this Agreement, so that each First Data Restricted Stock Unit held by a Business Employee (or their respective transferees), other than a Business Employee whose employment terminated prior to the Distribution Date, will be replaced with a substitute Western Union Restricted Stock Unit issued under the applicable Western Union LTIP. It is intended that each substitute restricted stock unit will in the sole and absolute judgment of the Compensation Committee of the First Data Board of Directors preserve the intrinsic value of the original First Data Restricted Stock Unit for which it was substituted by representing a number of Western Union Restricted Stock Units based on a comparison of the per share trading price of First Data Common Stock immediately prior to the Distribution (determined as described in Section 5.01(b)), which includes the value of Western Union, and the per share trading price of Western Union Common Stock immediately after the Distribution (determined as described in Section 5.01(a)). Such

substitute Western Union Restricted Stock Units will take into account all employment with both First Data and Western Union, and their respective Subsidiaries and Affiliates, for purposes of determining when the restricted stock unit vests. Such substitution and replacement shall be intended to satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code. Fractional shares shall be adjusted or compensated by First Data as appropriate in the sole discretion of the Compensation Committee of the First Data Board of Directors.

5.04 Approval and Terms of Equity Awards. By its approval of this Article V , the Board of Directors of Western Union, as issuer of substitute and replacement awards provided hereunder, and the Compensation Committee of the Board of Directors of First Data, as sole shareholder of Western Union, hereby adopt and approve, respectively, the issuance of the substitute and replacement options and awards provided for herein. Except as set forth above, the terms of the First Data LTIPs and of the outstanding equity compensation awards held by participants under the First Data LTIPs and this Agreement and the substitute Western Union equity awards shall be subject to the terms of such plans and applicable award agreements (including but not limited to, the First Data LTIP provisions which require full vesting upon a change of control of First Data), except that references in such outstanding substitute and replacement Western Union awards to “Board” and “Compensation Committee” shall mean the Board and Compensation Committee of Western Union and references to the “Company” as issuer of securities thereunder and as the holder and transferee of unvested shares of Western Union Restricted Stock shall mean Western Union. Notwithstanding the foregoing, substitute awards made under the Western Union LTIPs pursuant to Western Union’s obligations under this Agreement shall take into account all employment with both First Data and Western Union, and their respective Subsidiaries and Affiliates, for purposes of determining when such awards vest and terminate. Such substitution shall be intended to satisfy the requirements of Section 424 of the Code and avoid treatment as non-qualified deferred compensation subject to Section 409A of the Code.

5.05 Responsibility for Tax Withholding, Reporting, and Social Insurance Contributions. First Data and Western Union agree that, unless prohibited by applicable law, (a) First Data shall be responsible for all tax withholding and reporting obligations and shall pay the employer’s share of any social insurance tax obligations that arise in connection with the grant, vesting, exercise, transfer or other settlement of the substitute and replacement awards held by current and former employees and directors of First Data and its Subsidiaries and Affiliates who will not be Transferred Employees (or their respective transferees), (b) Western Union shall be responsible for all tax withholding and reporting obligations and shall pay the employer’s share of any social insurance tax obligations that arise in connection with the grant, vesting, exercise, transfer or other settlement of the substitute and replacement awards held by Business Employees (or their transferees). First Data and Western Union agree to enter into any necessary agreements regarding the subject matter of this Section 5.05 to enable First Data and Western Union to fulfill their respective obligations hereunder, including but not limited to compliance with all applicable laws and regulations regarding the reporting, withholding or remitting of income and social insurance taxes.

5.06 No Change of Control. The Distribution will not constitute a “change of control” for purposes of First Data equity awards which are outstanding as of the Distribution Date.

5.07 Establishment of Western Union Equity Plans. Effective as of the Distribution Date, Western Union shall establish the Western Union LTIPs to provide for awards which may include the following: (i) stock options (both qualified and nonqualified), (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock unit awards, (v) phantom stock units, (vi) performance grants and (vii) bonus awards, including, without limitation, the awards provided for herein. In exercising its power and authority hereunder with respect to replacement and substitute stock-based awards held by current and former employees (other than Transferred Employees) and directors of First Data, its Subsidiaries and Affiliates (and their respective transferees), Western Union shall (i) act in good faith and (ii) cooperate with and give due regard to any information provided by First Data. In addition, with respect to such replacement and substitute stock-based awards, Western Union shall not, without the prior written consent of the First Data Compensation Committee, take any discretionary action to accelerate vesting of any such awards.

ARTICLE VI

COMPENSATION MATTERS

AND GENERAL BENEFIT MATTERS

6.01 Cessation of Participation in First Data Plans and Non-ERISA U.S. Benefit Arrangements. Except as otherwise provided in this Agreement or as required by the terms of any First Data Plan or First Data Non-ERISA Benefit Arrangement, or by applicable law, First Data and Western Union shall take any and all action as shall be necessary or appropriate so that participation in First Data Plans and First Data Non-ERISA Benefit Arrangements by all Business Employees shall terminate as of the close of business on the Distribution Date and Western Union shall cease to be a participating employer under the terms of such First Data Plans and First Data Non-ERISA Benefit Arrangements as of such time.

6.02 Assumption of Certain Employee Related Obligations. Except as otherwise provided in this Agreement, effective as of the close of business on the Distribution Date, Western Union shall assume, and none of First Data or any of its Subsidiaries or Affiliates shall have any further liability for, the following agreements, obligations and liabilities and Western Union shall indemnify First Data and its Subsidiaries and Affiliates, and the officers, directors, and employees of each, and hold them harmless with respect to such agreements, obligations or liabilities:

(a) Agreements entered into between First Data, its Subsidiaries or Affiliates and Business Employees.

(b) Agreements entered into between First Data, its Subsidiaries or Affiliates and independent contractors providing services solely to the Transferred Business.

(c) All collective bargaining agreements, collective agreements, trade union, or works council agreements entered into between First Data, its Subsidiaries or Affiliates and any union, works council, or other body representing only Business Employees.

(d) All wages, salary, incentive compensation, commissions and bonuses payable to Business Employees on or after the Distribution Date, without regard to when such wages, salary, incentive compensation, commissions and bonuses are or may have been earned.

(e) All moving expenses and obligations related to relocation, repatriation, transfers, or similar items incurred by or owed to Business Employees.

(f) All immigration-related, visa, work application, or similar rights, obligations and liabilities related to Business Employees.

(g) All liabilities and obligations whatsoever of the Transferred Business with respect to claims made by or with respect to Business Employees or any other persons who at any time prior to the Distribution Date had employment duties primarily related to the Transferred Business relating to any employee benefit plan, program or policy not otherwise retained or assumed by First Data pursuant to this Agreement, including such liabilities relating to actions or omissions of or by Western Union or any officer, director, employee or agent thereof prior to the Distribution Date.

6.03 Restrictive Covenants in Employment and Other Agreements. To the extent permitted under applicable law, following the Distribution, Western Union and its Subsidiaries and Affiliates shall be considered to be successors to First Data and its Subsidiaries and Affiliates for purposes of all agreements containing restrictive covenants (including but not limited to confidentiality and non-competition provisions) between First Data (or a First Data Subsidiary or Affiliate) and Business Employees, employees of First Data (or a First Data Subsidiary or Affiliate) as of the Distribution Date that Western Union reasonably determines have substantial knowledge of the Transferred Business, former employees and independent contractors executed prior to the Distribution Date such that each of First Data, Western Union and their respective Subsidiaries and Affiliates shall all enjoy the rights and benefits under such agreements, with respect to such party’s and their respective Subsidiaries” and Affiliates’ business operations; provided , however , that (a) in no event shall First Data be permitted to enforce the restrictive covenant agreements against Business Employees in their capacity as employees of Western Union or its Subsidiaries, and (b) in no event shall Western Union be permitted to enforce the restrictive covenants agreements of First Data employees in their capacity as employees of First Data or its Subsidiaries.

6.04 Severance. Effective as of the Distribution Date, Western Union may establish one or more severance plans and policies with respect to Business Employees as Western Union deems appropriate in its discretion. First Data shall have no liability or obligation under any First Data severance plan or policy with respect to Business Employees whose employment terminates on or after the Distribution Date. Following the Distribution Date, First Data shall continue to be responsible for administering all

payments and benefits under the applicable First Data severance policies or any termination agreements with Business Employees, with respect to Business Employees whose employment has terminated prior to the Distribution Date for an eligible reason under such policies or in accordance with such agreements; provided that Western Union shall reimburse, and shall indemnify First Data, and its Subsidiaries and Affiliates, for any amounts payable to Business Employees under such policies and that Western Union shall be charged for the continuation of Welfare Plan benefits to such terminated Business Employees and their dependents on and after the Distribution Date on terms consistent with the methodology specified in the Health and Life Benefits Schedule to the Transition Services Agreement. First Data agrees to indemnify Western Union against any loss or liability resulting from First Data’s gross negligence, willful misconduct or bad faith in the administration of its severance policies or any termination agreement with a Business Employee. It is not intended that any Business Employee will be eligible for termination or severance payments or benefits from First Data or its Subsidiaries or Affiliates as a result of the transfer or change of employment from First Data to Western Union or their respective Subsidiaries or Affiliates. Notwithstanding the preceding sentence, in the event that any such termination or severance payments or benefits become payable on account of such transfer, change or the refusal of a Business Employee to accept employment with Western Union, Western Union shall indemnify First Data, and its Subsidiaries and Affiliates, for the amount of such termination or severance payments or benefits.

6.05 Past Service Credit. With respect to all Domestic Business Employees, Western Union shall recognize all service recognized under the comparable First Data Plans and First Data Non-ERISA Benefit Arrangements for purposes of determining eligibility, participation, vesting, and calculation of benefits under Western Union’s comparable plans and programs, provided that there shall be no duplication of benefits for Business Employees under Western Union’s plans and programs. First Data will provide to Western Union copies of any records available to First Data to document such service, plan participation and membership and cooperate with Western Union to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to such Domestic Business Employees. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, First Data and Western Union shall each comply with all applicable laws, regulations and internal policies and each party shall indemnify and hold harmless the other party from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party) to so comply with all applicable laws, regulations and internal policies applicable to such information.

6.06 Accrued Vacation Days Off. Western Union shall recognize and assume all liability for all vacation, holiday, sick leave, flex days and personal days off, including banked vacation, accrued by Business Employees as of the Distribution Date and Western Union shall credit each Business Employee with such days off accrual.

6.07 Leaves of Absence. Western Union will continue to apply the leave of absence policies maintained by First Data to inactive Business Employees who are on an approved leave of absence as of the Distribution Date. Leaves of absence taken by Business Employees prior to the Distribution Date shall be deemed to have been taken as employees of Western Union.

6.08 First Data Assets. Except as otherwise set forth herein, First Data shall retain all reserves, bank accounts, trust funds or other balances maintained with respect to First Data’s Non-ERISA Benefit Arrangements.

6.09 Further Cooperation/Personnel Records/Data Sharing. The parties shall provide each other such records and information only as necessary or appropriate to carry out their obligations under law, this Agreement, or for the purposes of administering the Western Union plans and policies. The parties shall take commercially reasonable actions so that after the Distribution, all ministerial matters relating to Western Union equity awards issued to individuals who immediately after the Distribution remain employees and directors of First Data or its Subsidiaries or Affiliates can be administered by First Data. First Data shall provide information requested by Western Union relating to First Data employee status changes (such as terminations, retirements, etc.) and exercised options during the ten-year period beginning on the Distribution Date. Subject to applicable law, all information and records regarding employment and personnel matters of Business Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by Western Union in accordance with all laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. Access to such records after the Distribution Date will be provided to First Data in accordance with Article XIV of the Distribution Agreement. Notwithstanding the foregoing, First Data shall retain reasonable access to those records necessary for First Data’s continued administration of any plans or programs on behalf of Business Employees after the Distribution Date, provided that such access shall be limited to individuals who have a job-related need to access such records. First Data shall also retain copies of all confidentiality and non-compete agreements with any Business Employee in which First Data has a valid business interest. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, First Data and Western Union shall each comply with all applicable laws, regulations and internal policies, and each party shall indemnify and hold harmless the other party from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party) to so comply with all applicable laws, regulations and internal policies applicable to such information.

ARTICLE VII

GENERAL PROVISIONS

7.01 Preservation of Rights to Amend. The rights of First Data or Western Union to amend or terminate any plan, program, or policy referred to herein shall not be limited in any way by this Agreement.

7.02 Confidentiality. Each Party agrees that the specific terms and conditions of this Agreement and any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Section 14.8 of the Distribution Agreement.

7.03 Administrative Complaints/Litigation. Except as otherwise provided in this Agreement, as of and after the Distribution Date, Western Union shall assume, and be

solely liable for, the handling, administration, investigation, and defense of actions, including, without limitation, ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against First Data or Western Union by any Business Employee (including any dependent or beneficiary of a Business Employee), or any other person to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with the Transferred Business. Any Losses arising from such actions shall be deemed Assumed Liabilities under the Distribution Agreement.

7.04 Reimbursement and Indemnification. The parties hereto agree to reimburse each other, within 30 days of receipt from the other party of appropriate verification, for all costs and expenses which each may incur on behalf of the other as a result of any of the Welfare Plans, Pension Plans and Non-ERISA Benefit Arrangements and, as contemplated by Section 6.04, any termination or severance payments or benefits. All liabilities retained, assumed or indemnified against by Western Union pursuant to this Agreement, and all liabilities retained, assumed or indemnified against by First Data pursuant to this Agreement, shall in each case shall be subject to the indemnification provisions of Article XII of the Distribution Agreement.

7.05 Entire Agreement. This Agreement, including the Schedules hereto and the sections of the Distribution Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior agreements, negotiations, discussions, understandings, writings and commitments between the Parties with respect to such subject matter.

7.06 Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of Delaware, as though all acts and omissions related hereto occurred in Delaware.

7.07 Amendment. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of First Data and Western Union.

7.08 Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an authorized representative of such Party. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

7.09 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be

ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

7.10 Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the Parties.

7.11 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of either Party under this Agreement shall not be assignable by such Party without the prior written consent of the other Party. The successors and permitted assigns hereunder shall include any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

7.12 Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when delivered or mailed in accordance with the terms of Section 15.9 of the Distribution Agreement.

7.13 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Affiliate of such Party.

7.14 No Public Announcement. Neither First Data nor Western Union shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that either Party shall be so obligated by law or the rules of any regulatory body, stock exchange or quotation system, in which case the other Party shall be advised and the Parties shall use commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with applicable law, accounting and SEC disclosure obligations or the rules of any stock exchange.

7.15 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a stockholder, director, employee, officer, agent or representative of Western Union or First Data, in its capacity as such, shall have any liability in respect of or relating to the covenants or obligations of such Party under this Agreement and, to the fullest extent legally permissible, each of Western Union and First Data, for itself and its respective stockholders, directors, employees, officers and Affiliates, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

7.16 Mutual Drafting. This Agreement shall be deemed to be the joint work product of First Data and Western Union and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

7.17 Dispute Resolution. The Parties agree that any dispute, controversy or claim between them with respect to the matters covered hereby shall be governed by and resolved in accordance with the procedures set forth in Article XIII of the Distribution Agreement.

7.18 No Third Party Beneficiaries. No Business Employee or other current or former employee of First Data or Western Union or any Subsidiary or Affiliate of either (or his/her spouse, dependent or beneficiary), or any other person not a party to this Agreement, shall be entitled to assert any claim hereunder. The provisions of this Agreement are solely for the benefit of the Parties and their respective Affiliates, successors and permitted assigns and shall not confer upon any third Person any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Agreement.

7.19 Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

7.20 Corporate Authorization. The officers of First Data and Western Union are hereby authorized, empowered and directed, in the name and on behalf of each of First Data and Western Union, respectively, to take or cause to be taken all such further action, to execute and deliver or cause to be executed and delivered all such further agreements, certificates, instruments and documents, to make or cause to be made all such filings with governmental or regulatory authorities, and to pay or cause to be paid all such fees and expenses, in each case which shall in such officers’ judgment be deemed necessary, proper or advisable to effect and carry out the intent of this Agreement, such determination to be evidenced conclusively by such officers’ execution and delivery thereof or taking of action in respect thereto.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names by a duly authorized officer as of the date first written above.

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT is made as of September 29, 2006 by and between First Data Corporation, a Delaware corporation ( “ First Data ” ), and The Western Union Company, a Delaware corporation ( “ Western Union ” ).

WHEREAS, First Data, through certain of its Subsidiaries, is, among other things, engaged in the business of providing money transfer, consumer to biller payment services, retail money orders and certain prepaid services (the “ Western Union Business ” );

WHEREAS, the Board of Directors of First Data has determined that it would be advisable and in the best interests of First Data and its stockholders for First Data to transfer to Western Union those Subsidiaries of First Data that are engaged in the Western Union Business and certain other assets related thereto;

WHEREAS, First Data has agreed to transfer, or cause to be transferred, to Western Union such Subsidiaries;

WHEREAS, the Board of Directors of First Data has determined that it would be advisable and in the best interests of First Data and its stockholders for First Data to distribute on a pro rata basis to the holders of First Data’s common stock, $0.01 par value, without any consideration being paid by the holders of such common stock, all of the outstanding shares of Western Union common stock, $0.01 par value, then owned by First Data;

WHEREAS, First Data and Western Union have entered into a Separation and Distribution dated as of the date hereof (the “ Distribution Agreement ” ) in order to carry out, effect and consummate the foregoing transactions; and

WHEREAS, to facilitate the transactions described above, First Data and Western Union deem it to be appropriate and in the best interests of First Data and Western Union that First Data provide certain Services to Western Union and Western Union provide certain Services to First Data, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Unless otherwise defined herein, each capitalized term shall have the meaning specified for such term in the Distribution Agreement. As used in this Agreement:

(a) “ Action ” means any action, claim, demand, suit, arbitration, inquiry, subpoena, discovery request, proceeding or investigation by or before any court or grand jury, any Governmental Authority.

(b) “ Additional Services ” means the Additional First Data Services or the Additional Western Union Services, individually, or the Additional First Data Services and the Additional Western Union Services, collectively, as the context may indicate. Any Additional Services provided pursuant to this Agreement shall be deemed to be “ Services ” under this Agreement.

(c) “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such Person. After the Distribution, Western Union and First Data shall not be deemed to be under common Control for purposes hereof due solely to the fact that Western Union and First Data have common stockholders.

(d) “ Agreement ” means this Transition Services Agreement together with those portions of the Distribution Agreement referenced herein and all Annexes attached hereto and incorporated herein by this reference and all amendments, modifications and changes hereto and thereto.

(e) “ Authorized Representative ” means any of the individuals listed on Annex A .

(f) “ Consent ” means a Governmental Consent or a Third Party Consent.

(g) “ Control ” means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled by” and “under common Control” have meanings correlative to the foregoing.

(h) “ Distributed Companies ” means FDCS Holdings, CESI Holdings, TeleCheck EBP RE, Ltd., IPS Holdings, Inc., Virtual Financial Services, LLC, First Data Canada Limited and their respective Subsidiaries (including those formed or acquired after the date hereof).

(i) “ Expenses ” means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

(j) “ Fees ” for a particular Service shall be as set forth on Annex B or Annex C , as the case may be.

(k) “ First Data Indemnified Parties ” means the First Data Parties (for so long as such Person is a First Data Party) and each of their Affiliates, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing.

(l) “ First Data Parties ” means First Data and its Subsidiaries (including those formed or acquired after the date hereof), other than the Western Union Parties.

(m) “ First Data Services ” means the Services generally described on Annex B and any other Service provided by First Data or its Affiliates pursuant to this Agreement.

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(n) “ First Data Systems ” means any computer software program or routine or part thereof owned, licensed or provided by or for any First Data Party which is used by any Western Union Party or its suppliers on any First Data Party’s behalf pursuant to this Agreement, and any other computer software program or routine so designated in Annex B or Annex C, each as modified, maintained or enhanced from time to time by any First Data Party, any Western Union Party or any Third Party.

(o) “ Governmental Authority” means any foreign, federal, state, local or other government, governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral body.

(p) “ Governmental Consents ” means any material notices, reports or other filings to be made with or to, or any material consents, registrations, approvals, permits, clearances or authorizations to be obtained from, any Governmental Authority.

(q) “ Losses ” means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, fees, expenses, deficiencies, claims or other charges.

(r) “ Party ” means a First Data Party or a Western Union Party, as applicable.

(s) “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

(t) “ Services ” means the First Data Services or the Western Union Services, individually, or the First Data Services and the Western Union Services, collectively, as the context may indicate. “ Services ” shall also include those First Data and Western Union functions described in Sections 7.2(a) through 7.2(f) .

(u) “ Subsidiary ” means, when used with reference to any Person, any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or Controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided , however , that no Person that is not directly or indirectly wholly-owned by any other Person shall be a Subsidiary of such other Person unless such other Person Controls, or has the right, power or ability to Control, that Person. After the Distribution, First Data and Western Union shall not be deemed to be under common Control for purposes hereof due solely to the fact that First Data and Western Union have common stockholders.

(v) Systems ” means the First Data Systems or the Western Union Systems, individually, or the First Data Systems and the Western Union Systems, collectively, as the context may indicate.

(w) “ Third Party ” means a Person that is not an Affiliate of any Party hereto.

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(x) “ Third Party Consents ” means any material consent, approval or authorization to be obtained from any Third Party that is not a Governmental Authority.

(y) “ Western Union Indemnified Parties ” means the Western Union Parties (for so long as such Person is a Western Union Party) and each of their Affiliates, directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing.

(z) “ Western Union Parties ” means Western Union, the Western Union Subsidiaries and any other Subsidiary of Western Union (including those formed or acquired after the date hereof), in each case, other than the Distributed Companies.

(aa) “ Western Union Services ” means the Services generally described on Annex C and any other Service provided by Western Union or its Affiliates pursuant to this Agreement.

(bb) “ Western Union Subsidiaries ” means, collectively, ECG, FFMC, GMT, Paymap, WUSI and each Subsidiary of any of the foregoing other than the Distributed Companies.

(cc) “ Western Union Systems ” means any computer software program or routine or part thereof owned, licensed or provided by or for any Western Union Party which is used by any First Data Party or its suppliers on any Western Union Party’s behalf pursuant to this Agreement, and any other computer software program or routine so designated on Annex B or Annex C, each as modified, maintained or enhanced from time to time by any Western Union Party, any First Data Party or any Third Party.

Section 1.2 Interpretation . (a) In this Agreement, unless the context clearly indicates otherwise:

(i) words used in the singular include the plural and words used in the plural include the singular;

(ii) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates following the Distribution;

(iii) references to any gender includes the other gender;

(iv) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(v) references to any Article, Section or Annex means such Article or Section of, or such Annex to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(vi) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

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(vii) references to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(viii) references to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(ix) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(x) accounting terms used herein shall have the meanings historically ascribed to them by First Data and its Subsidiaries, including Western Union, in its and their internal accounting and financial policies and procedures in effect prior to the date of this Agreement;

(xi) if there is any conflict between the provisions of the Distribution Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the provisions of the body of this Agreement and the Annexes hereto, the provisions of the body of this Agreement shall control unless explicitly stated otherwise in such Annex;

(xii) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(xiii) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Affiliates to take such action or refrain from taking such action, as the case may be (and, accordingly, if Services are provided by Affiliates of First Data, references to “First Data” shall be deemed to be references to such Affiliate which shall provide the Services under this Agreement; if Services are provided by Affiliates of Western Union, references to “Western Union” shall be deemed to be references to such Affiliate which shall provide the Services under this Agreement); and

(xiv) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States.

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ARTICLE II

TERM

Section 2.1 Term . The term of this Agreement shall commence on the Distribution Date and end on the first anniversary of the Distribution Date (the “ Term ” ).

ARTICLE III

PERFORMANCE OF SERVICES

Section 3.1 General . (a) During the Term, and subject to the terms and conditions of this Agreement, First Data will provide, or will cause to be provided, the First Data Services to Western Union and its Affiliates. Unless specifically provided to the contrary on Annex B (including any performance standards set forth therein) or Annex D , all First Data Services provided pursuant to this Agreement shall be performed or provided, as applicable: (i) with the use of reasonable care; (ii) consistent with this Agreement and in substantially the same manner (including as to level, quality and timeliness) as such Services have been provided to the Western Union Business by the First Data Parties on or prior to the Distribution Date; (iii) in material compliance with applicable laws, rules and regulations; (iv) in a manner substantially consistent with the First Data Parties’ usual and customary practices with respect to the Western Union Business on or prior to the Distribution Date; and (v) with substantially the same priority under comparable circumstances as it provides such services to itself and its Subsidiaries.

(b) During the Term, and subject to the terms and conditions of this Agreement, Western Union will provide, or will cause to be provided, the Western Union Services to First Data and its Affiliates. Unless specifically provided to the contrary on Annex C (including any performance standards set forth therein) or Annex D , all Western Union Services provided pursuant to this Agreement shall be performed or provided, as applicable: (i) with the use of reasonable care; (ii) consistent with this Agreement and in substantially the same manner (including as to level, quality and timeliness) as such Services have been provided to the First Data Business by the Western Union Parties on or prior to the Distribution Date; (iii) in material compliance with applicable laws, rules and regulations; (iv) in a manner substantially consistent with the Western Union Parties’ usual and customary practices with respect to the First Data Business on or prior to the Distribution Date; and (v) with substantially the same priority under comparable circumstances as it provides such services to itself and its Subsidiaries.

Section 3.2 Additional Services . (a) If Western Union reasonably determines that additional transition services of the type previously provided by the First Data Parties to the Western Union Business are necessary to conduct the Western Union Business and Western Union or its Affiliates are not able to provide such services to the Western Union Business (each such service an “ Additional First Data Service ” ), then Western Union may provide written notice thereof to First Data. Upon receipt of such notice by First Data, if First Data is willing, in its sole discretion, to provide such Additional First Data Service during the Term, the Parties will negotiate in good faith an amendment to Annex B setting forth the Additional First Data Service, the terms and conditions for the provision of such Additional First Data Service and the Fees payable by Western Union for such Additional First Data Service, such Fees to be determined on an arm’s-length basis.

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(b) If First Data reasonably determines that additional transition Services of the type previously provided by the Western Union Parties to the First Data Business are necessary to conduct the First Data Business and First Data or its Affiliates are not able to provide such services to the First Data Business (each such service an “ Additional Western Union Service ” ), then First Data may provide written notice thereof to Western Union. Upon receipt of such notice by Western Union, if Western Union is willing, in its sole discretion, to provide such Additional Western Union Service during the Term, the Parties will negotiate in good faith an amendment to Annex C setting forth the Additional Western Union Service, the terms and conditions for the provision of such Additional Western Union Service and the Fees payable by First Data for such Additional Western Union Service, such Fees to be determined on an arm’s-length basis.

Section 3.3 Procedure . (a) Any requests by a Party to the other Party regarding (i) the Services or (ii) any modification or alteration to the provision of the Services must be made by an Authorized Representative (it being understood that the receiving Party shall not be obligated to agree to any modification or alteration requested thereby). A Party receiving Services shall provide no less than 30 days written notice (unless a shorter time is mutually agreed upon by the Parties) to the other Party of any Services that, prior to the expiration of the Term, are no longer needed from the other Party, in which case this Agreement shall terminate as to such Services, provided that the Party providing such Services must consent to such early termination, such consent not to be unreasonably withheld, conditioned or delayed (a “ Partial Termination ” ). The parties shall mutually agree as to the effective date of any Partial Termination. In the event of any termination prior to the expiration of the Term or of any Partial Termination hereunder, (x) with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, the Fee for the month in which the termination occurs shall be 0% of the monthly rate for such terminated Service, in the event that the effective date of termination occurs on or prior to the 10 ^th calendar day of such month, or 100% of the monthly rate for such Service, in the event that the effective date of termination occurs on or after the 11 ^th calendar day of such month, and (y) with respect to any other terminated Services, all amounts due pursuant to the terms hereof with respect to the terminated Services shall be appropriately pro rated and reduced to reflect such shortened period during which such Services are actually provided hereunder, and each Party shall refund to the other Party an appropriate pro rated amount for any such Services that have been paid for in advance. Notwithstanding the preceding sentence, to the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by a Party providing Services, such amounts due or advances made shall not be pro rated or reduced and such Party shall not be required to refund to the other Party any pro rated amount for such costs or expenses; and the terminating Party shall reimburse the Party providing such Service for any Third Party cancellation or similar charges incurred as a result of such early termination. Notwithstanding anything to the contrary hereunder, each Party may avail itself of the remedies set forth in Sections 3.4(b) and 10.2 without fulfilling the notice requirements of this Section 3.3(a) .

(b) In the event of a Partial Termination, this Agreement shall remain in full force and effect with respect to the Services which have not been terminated by the Parties as provided herein.

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(c) Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement have been, and will continue to be provided (in accordance with this Agreement) to the First Data Business or the Western Union Business, as applicable, by Third Parties designated by the Party responsible for providing such Services. To the extent so provided, the Party responsible for providing such Services shall use commercially reasonable efforts to (a) cause such Third Parties to provide such Services under this Agreement and/or (b) enable the Party seeking the benefit of such Services and its Affiliates to avail itself of such Services; provided , however , that if any such Third Party is unable or unwilling to provide any such Services, the Parties agree to use their commercially reasonable efforts to determine the manner in which such Services can best be provided (it being acknowledged and agreed that any costs or expenses to be incurred in connection with obtaining a Third Party to provide any such Services shall be paid by the Party to which such Services are provided; provided that the Party responsible for providing such Services shall use commercially reasonable efforts to communicate the costs or expenses expected to be incurred in advance of incurring such costs or expenses).

Section 3.4 Disclaimer of Warranties; Force Majure .

(a) Except as expressly set forth in this Agreement: (i) each Party acknowledges and agrees that the other Party makes no warranties with respect to the Services to be provided hereunder; and (ii) each Party hereby expressly disclaims all warranties, expressed or implied, of any kind with respect to the Services to be provided hereunder, including, without limitation, any warranty of merchantability or fitness for a particular purpose as to the Services provided hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PURCHASED UNDER THIS AGREEMENT ARE PROVIDED AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER.

(b) If either Party, any of its Affiliates or any Third Party service provider is prevented from or delayed in complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any Governmental Authority, riot, civil commotion, war, rebellion, acts of terrorism, nuclear accident or other acts of God, or acts, omissions or delays in acting by any governmental or military authority or the other Party or other causes beyond the reasonable control and without the fault or negligence of such Party, then upon notice to the other Party, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and, unless otherwise set forth herein to the contrary, the affected Party shall have no liability to the other Party, its Affiliates or any other Person in connection therewith. Each Party shall use commercially reasonable efforts to promptly remove such disability as soon as possible, but in any event no later than 30 days after giving notice of such disability; provided , however , that nothing in this Section 3.4(b) will be construed to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the

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reasonable judgment of the affected Party, are contrary to its interest. It is understood that the settlement of a strike, walkout, lockout or other labor dispute will be entirely within the discretion of the affected Party. If a Party is unable to provide any of the Services due to such a disability, each Party shall use commercially reasonable efforts to cooperatively seek a solution that is mutually satisfactory. In addition, upon becoming aware of a disability causing a delay in performance or preventing performance of any obligations of a Party under this Agreement, the otherwise defaulting Party shall promptly notify the other Party in writing of the existence of such disability and the anticipated duration of the disability. The Party entitled to the benefit of the Services shall have the right, but not the obligation, to engage subcontractors to perform such obligations for the duration of the period during which such disability delays or prevents the performance of such obligation by the affected Party, it being agreed that the Fees paid or payable under this Agreement with respect to the Service affected by the disability shall be reduced (or refunded, if applicable) on a dollar for dollar basis for all amounts paid by the affected Party to such subcontractors, provided that the affected Party shall not be responsible for the amount of excess fees charged by the subcontractor to perform such Services to the extent they exceed the Fees for the applicable period of disability. Notwithstanding anything to the contrary hereunder, each Party shall make the mitigation and resolution of any disability affecting its ability to perform hereunder a high priority and shall use efforts of a type, intensity and duration which, taking into account the type of Services and the significance of such Services to the other Party’s business, represent a good and professional response to such disability, but in any event no less than commercially reasonable efforts. In addition, and notwithstanding anything hereunder to the contrary, the Parties agree that this Section 3.4(d) shall not be construed so as to excuse a Party of its obligations to perform in accordance with Article VII and Article VIII at all times during the Term.

Section 3.5 Transition of Responsibilities . Each Party agrees to use commercially reasonable efforts to reduce or eliminate its and its Affiliates’ dependency on each Service as soon as is reasonably practicable. Each Party agrees to cooperate with the other Party to facilitate the smooth transition of the Services being provided to such Party by the other Party.

ARTICLE IV

COOPERATION

Section 4.1 Cooperation . Each Party shall, and shall cause its Affiliates to, use good faith efforts to cooperate with the other Party in all matters relating to the provision and receipt of the Services, including providing information and documentation sufficient for the other Party to provide the Services and making available, as reasonably requested by the other Party, timely decisions, approvals and acceptances in order that the other Party and its Affiliates may perform their respective obligations under this Agreement in a timely manner.

Section 4.2 Consents . (a) Each Party shall, and shall cause its Affiliates to, cooperate to obtain all Consents for any Third Party software or other Third Party intellectual property related to the provision of the Services sufficient to enable the Parties to perform the Services in accordance with this Agreement; provided , however , that neither Party shall be obligated under this Agreement to pay any consideration, grant any concession or incur any Liability to any third Person to obtain any such Consent. Lists that identify all Third Party software or other Third Party intellectual property the Parties reasonably believe will be used to provide the Services

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(other than Additional Services), whether any Consent is believed to be required and whether such Consent has been obtained as of the date hereof are set forth on Annex D .

(b) In the event that any Consent is not obtained, then, unless and until such Consent is obtained, the Parties shall cooperate with each other in achieving a reasonable alternative arrangement for the Party entitled to the benefit of the Services to continue to process its work and for the Party providing the Services to perform such Services.

Section 4.3 Informal Dispute Resolution . The Authorized Representatives of First Data and Western Union (each of whom shall have the authority to legally bind the Party it represents) shall meet as often as shall reasonably be requested by either Party to review the performance of the other Party under this Agreement. Written minutes of such meetings may be kept. In the event of any dispute or disagreement between the Parties either with respect to the interpretation of any provision of this Agreement, or with respect to the performance by First Data or Western Union hereunder, then upon the written request of First Data or Western Union each Party shall appoint within 14 calendar days a designated officer whose task it shall be to meet for the purpose of endeavoring to resolve such dispute or to negotiate for an adjustment to such provision of the Agreement. The Parties shall use commercially reasonable efforts to cause their respective designated officers to meet within 15 days following identification of the designated officers. The designated officers shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. Such officers shall discuss the problem and/or negotiate in good faith in an effort to resolve the dispute or renegotiate the applicable provision without the necessity of any formal proceeding relating thereto. During the course of such negotiation, subject to the Parties’ respective confidentiality obligations, all reasonable requests made by either Party to the other for information shall be honored in order that each of the Parties may be fully advised in the matter. The specific format for such discussions shall be left to the discretion of the designated officers but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Party. Except for claims arising under Articles VII or VIII , the Parties agree to follow the dispute resolution process set forth in this Section 4.3 prior to the commencement of any Action under Section 12.14 .

ARTICLE V

FEES

Section 5.1 Fees . Each Party shall pay the other Party the Fees for the Services provided by such other Party under this Agreement. The Fees for the First Data Services are set forth on Annex B and the Fees for the Western Union Services are set forth on Annex C .

Section 5.2 Taxes . To the extent required or permitted by applicable law, there shall be added to any Fees due under this Agreement, and each Party agrees to pay to the other, amounts equal to any taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Systems, Services or materials provided under the Agreement, or their use, including state and local privilege or excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by the Party providing Services hereunder. In the event taxes are not added to an invoice from the Party providing Services hereunder, the Party purchasing such

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Services is responsible to remit to the appropriate tax jurisdiction any additional amounts due including tax, interest and penalty. If additional amounts are determined to be due on the Services provided hereunder as a result of an audit by a tax jurisdiction, the Party purchasing the Services hereunder agrees to reimburse the Party providing the Services for the additional amounts due including tax, interest and penalty. The Party providing Services hereunder will be responsible for penalty or interest associated with its failure to remit invoiced taxes. The Parties further agree that no Party to this Agreement shall be required to pay any franchise taxes, taxes based on the net income of the other Party or personal property taxes on property owned or leased by a Party and used by such Party to provide Services.

ARTICLE VI

INVOICE AND PAYMENT; AUDIT

Section 6.1 Invoices and Payment . Within 20 days following the end of each month during the Term (or within 20 days after receipt of a Third Party supplier’s invoice in the case of Services that are provided by a Third Party supplier), each Party will submit to the other Party for payment a written statement of amounts due under this Agreement for such month. For Services set forth on Annex B or Annex C , the statement will set forth the Fees, in the aggregate and itemized, set forth on Annex B or Annex C as the case may be. Each statement will specify the nature of any amounts due for any Fees as set forth on Annex B or Annex C and will contain reasonably satisfactory documentation in support of such amounts as specified therein and such other supporting detail as the other Party may reasonably require to validate such amounts due.

Section 6.2 Timing of Payment; No Offsets . Each Party will pay all undisputed amounts due pursuant to this Agreement within 30 days after the date upon which each such statement that is required to be provided hereunder is received by such Party. Neither Party shall offset any amounts owing to it by the other Party or any of its Affiliates against amounts payable by such Party hereunder or any other agreement or arrangement.

Section 6.3 Non-Payment . If either Party fails to pay the full amount of any invoice within 45 days after its receipt of the invoice, such failure shall be considered a material breach of this Agreement (except to the extent any invoiced amounts are reasonably disputed by the non-paying Party in good faith and of which dispute the non-paying Party has notified the other Party in accordance with the requirements of this Agreement). The remedies provided to each Party by this Section 6.3 and by Section 10.2 shall be without limitation of any other applicable provisions of this Agreement.

Section 6.4 Late Payments . Payments made after the date they are due shall bear interest at a rate per annum equal to the Prime Rate plus 2.0%.

Section 6.5 Audit Rights . (a) Each Party may audit (or cause an independent Third Party auditor to audit) the books, records and facilities of the other Party to the extent necessary to determine the other Party’s compliance with this Agreement with respect to Fees paid or payable pursuant to this Article VI , or the performance of its other obligations set forth in this Agreement. For any given Service, each Party shall have the right to audit the books, records and facilities of the other Party pertaining to such Service once for each twelve month period during which payment obligations are due (and at such other times as may be required by

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applicable law). Each Party shall also have the right to audit (or cause an independent Third Party auditor to audit) the books, records and facilities of the other Party pertaining to a particular Service within six months after the termination of such Service.

(b) Any audit shall be conducted during regular business hours and in a manner that complies with the building and security requirements of the Party being audited. Such audits shall not interfere unreasonably with the operations of the Party being audited. The Party desiring to conduct an audit shall provide notice to the Party to be audited not less than 30 days prior to the commencement of the audit and shall specify the date on which the audit will commence. The Party conducting an audit shall pay the costs of conducting such audit, unless the results of an audit reasonably indicate an overpayment by the Party conducting the audit of 10% or more (such percentage to be determined by reference to the Services which are subject to the specific audit), in which case the Party being audited shall pay the reasonable out-of-pocket costs of the Party conducting such audit. If the audit reasonably concludes that an overpayment or underpayment has occurred during the audited period, such payment shall be remitted by the Party responsible for such payment to the other Party within 30 days after notice to the Party responsible for such payment.

ARTICLE VII

INDEPENDENCE; OWNERSHIP OF ASSETS

Section 7.1 Independence . All employees and representatives of a Party and any of its Affiliates will be deemed for purposes of all compensation and employee benefits to be employees or representatives of such Party or its Affiliates (or their subcontractors) and not employees or representatives of the other Party or any of its Affiliates. In providing the Services, such employees and representatives will be under the direction, control and supervision of the Party or its Affiliates (or their subcontractors) providing such Services, and not of the Party receiving such Services. The Party or its Affiliates (or their subcontractors) providing the Services will have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

Section 7.2 Ownership of Assets . (a)  First Data Systems . First Data Systems and any and all enhancements thereof or improvements thereto are and shall remain the sole exclusive property of the First Data Parties and their suppliers. From and after the creation of any and all such First Data Systems or enhancements thereof or improvements thereto by Western Union or by any contractor, Affiliate or other Third Party on Western Union’s behalf, in each case, pursuant to this Agreement, Western Union agrees to assign and hereby assigns to First Data or the applicable First Data Party, any and all right, title and interest that Western Union or such contractor, Affiliate or Third Party may have in such First Data Systems or enhancements thereof or improvements thereto.

(b) Western Union Systems . Western Union Systems and any and all enhancements thereof or improvements thereto are and shall remain the sole exclusive property of the Western Union Parties and their suppliers. From and after the creation of any and all such Western Union Systems or enhancements thereof or improvements thereto by First Data or by any contractor, Affiliate or Third Party on First Data’s behalf, in each case, pursuant to this Agreement, First

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Data agrees to assign and hereby assigns to Western Union or the applicable Western Union Party, any and all right, title and interest that First Data or such contractor, Affiliate or Third Party may have in such Western Union Systems or enhancements thereof or improvements thereto.

(c) License . During the Term, each Party grants to the other and its respective suppliers a non-exclusive, royalty-free right and license to use the First Data Systems or the Western Union Systems, as applicable, solely to provide the Services contemplated hereunder. Notwithstanding anything to the contrary hereunder, each Party agrees to cooperate with the other (and shall cause its suppliers to so cooperate) to cause the orderly return of the other Party’s Systems and property upon the expiration of the Term or upon written request, whichever is earlier.

(d) Maintenance . With respect to any Systems that a First Data Party or a Western Union Party, as applicable, is required to maintain or enhance hereunder, such First Data Party or Western Union Party shall maintain the existing documentation and make any revisions to such documentation resulting from such enhancements. All right, title and interest in and to such enhancements and such documentation, whether created by the Party that provides the Service or any contractor, Affiliate or supplier on such Party’s behalf, shall be owned exclusively by and vested exclusively in the Party which owns the applicable System.

(e) Data Ownership . As between any First Data Party, on the one hand, and any Western Union Party, on the other hand, all right, title and interest in and to all data processed hereunder shall be owned exclusively by the First Data Party or Western Union Party that originally supplied it to the other. First Data and Western Union hereby assign to the other, and shall cause any of its or their contractors, Affiliates or suppliers to assign to the other, as applicable, all right, title and interest that First Data or Western Union, as applicable, may have in the other’s data.

(f) Third Party Suppliers . Each Party shall have written agreements with its employees consistent with past practices, and shall cause any contractor, Affiliate or Third Party performing Services on its behalf pursuant to this Agreement to also have written agreements with its employees that are consistent with its obligations hereunder, including the obligations to disclose and assign all right, title and interest in intellectual property rights as contemplated in this Section 7.2 and Article VIII . Each Party agrees not to voluntarily terminate or to amend or modify such agreements with respect to the provisions described above without providing at least 30 days prior written notice thereof and further agrees that any such amendments or modifications to such agreements shall be prospective only.

Section 7.3 Other Assets . Except as otherwise noted in Sections 7.1 and 7.2 , all procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by a Party, any of its Affiliates or any Third Party service provider in connection with the provision of the Services hereunder shall remain the property of such Party, its Affiliates or such service providers and, except as otherwise provided herein, shall at all times be under the sole direction and control of such Party, its Affiliates or such Third Party service provider.

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ARTICLE VIII

CONFIDENTIALITY

Section 8.1 Confidentiality . Each Party agrees that the specific terms and conditions of this Agreement and any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Section 14.8 of the Distribution Agreement.

ARTICLE IX

NO AGENCY RELATIONSHIP

Section 9.1 No Agency Relationship . Nothing in this Agreement shall be deemed to make either Party or its Affiliates the agent of the other Party or its Affiliates.

ARTICLE X

TERMINATION

Section 10.1 General . This Agreement shall terminate, and the obligation of each Party to provide all Services shall cease, on the earliest to occur of (i) the date on which the provision of all Services has been terminated by the Parties pursuant to Section 3.3 , subject to the terms of Section 3.3 , or (ii) the date on which the Term of this Agreement has ended pursuant to Section 2.1 or 10.2 .

Section 10.2 Termination of Entire Agreement . A Party shall have the right to terminate this Agreement or effect a partial termination effective upon delivery of written notice to the other Party if the other Party: (a) makes an assignment for the benefit of creditors, or becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage of any state, federal or foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or receiver/manager remains undischarged for a period of 30 days; or (b) materially defaults in the performance of any of its covenants or obligations contained in this Agreement (or, in the case of a partial termination, with respect to the Services being terminated) and such default is not remedied to the nondefaulting Party’s reasonable satisfaction within 45 days after receipt of written notice by the defaulting Party informing such Party of such default, or if such default is not capable of being cured within 45 days, if the defaulting Party has not promptly begun to cure the default within such 45 day period and thereafter proceeded with all diligence to cure the same.

Section 10.3 Procedures on Termination . Following any termination of this Agreement in whole or in part, each Party will cooperate with the other Party as reasonably necessary to avoid disruption of the ordinary course of the other Party’s and its Affiliates’ business. Termination shall not affect any right to payment for Services provided prior to termination.

Section 10.4 Effect of Termination . Sections 3.4(c) , 4.3 , Article V (with respect to Fees and Taxes attributable to periods prior to termination), 6.1 , 6.2 , 6.4 , 6.5 , 10.3 , this Section 10.4 and Articles I , VII , VIII , XI and XII shall survive any termination of this Agreement. For the avoidance of doubt, neither (a) termination of a particular Service hereunder nor (b)

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termination of this Agreement with respect to the Services provided under one Annex, but not the other Annex, shall be a termination of this Agreement.

ARTICLE XI

INDEMNIFICATION

Section 11.1 Indemnification by Western Union . Western Union shall indemnify, defend and hold harmless the First Data Indemnified Parties for any Losses and Expenses incurred by them in connection with or arising out of any (i) material breach of this Agreement by Western Union, its Affiliates, employees, suppliers or contractors, (ii) Western Union’s, its Affiliates’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith in the provision of the Western Union Services by Western Union, its Affiliates, employees, suppliers or contractors pursuant to this Agreement, (iii) any Action that determines that the provision by any Western Union Party and/or the receipt by the First Data Indemnified Parties of any Western Union Services infringes upon or misappropriates the intellectual property of any Third Party, to the extent that any such Losses and Expenses are determined to have resulted from Western Union’s, its Affiliates’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith, and (iv) Third Party claims arising out of the provision of the First Data Services, except to the extent that such third Person claims for Losses and Expenses are finally determined by a final non-appealable decision of a court having jurisdiction over Western Union and First Data or pursuant to Article XIII of the Distribution Agreement to have arisen out of the material breach of this Agreement, gross negligence, bad faith or willful misconduct of First Data, its Affiliates, employees, suppliers or contractors in providing the First Data Services.

Section 11.2 Indemnification by First Data . First Data shall indemnify, defend and hold harmless the Western Union Indemnified Parties for any Losses and Expenses incurred by them in connection with or arising out of (i) any material breach of this Agreement by First Data, its Affiliates, employees, suppliers or contractors, (ii) First Data’s, its Affiliates’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith in the provision of the First Data Services by First Data, its Affiliates, employees, suppliers or contractors pursuant to this Agreement, (iii) any Action that determines that the provision by any First Data Party and/or the receipt by the Western Union Indemnified Parties of any First Data Services infringes upon or misappropriates the intellectual property of any Third Party to the extent that any such Losses and Expenses are determined to have resulted from First Data’s, its Affiliates’, employees’, suppliers’ or contractors’ gross negligence, willful misconduct or bad faith, and (iv) Third Party claims arising out of the provision of the Western Union Services, except to the extent that such Losses and Expenses are finally determined by a final non-appealable decision of a court having jurisdiction over First Data and Western Union or pursuant to Article XIII of the Distribution Agreement to have arisen out of the material breach of this Agreement, gross negligence, bad faith or willful misconduct of Western Union, its Affiliates, employees, suppliers or contractors in providing the Western Union Services.

Section 11.3 Limitations and Liability . Each Party shall have a duty to mitigate the Losses and Expenses for which the other is responsible hereunder. Except for Losses or Expenses arising out of or related to the gross negligence or willful misconduct of the defaulting Party or in respect of Article VIII , in no event shall a Party’s (including its Affiliates’,

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employees’, contractors’ or suppliers’) cumulative aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the greater of $10,000,000 and the amount of payments received by such Party from the other Party pursuant to this Agreement. EXCEPT FOR CLAIMS ARISING OUT OF OR RELATING TO ARTICLE VIII, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 11.4 Indemnification Is Exclusive Remedy . Except for equitable relief and rights pursuant to Section 6.3 or Article X , the indemnification provisions of this Article XI shall be the exclusive remedy for breach of this Agreement.

Section 11.5 Risk Allocation . Each Party agrees that the Fees charged under this Agreement reflect the allocation of risk between the Parties, including the disclaimer of warranties in Section 3.4(a) and the limitations on liability in Section 11.3 . Modifying the allocation of risk from what is stated here would affect the Fees that each Party charges, and in consideration of those Fees, each Party agrees to the stated allocation of risk.

Section 11.6 Indemnification Procedures . All claims for indemnification pursuant to this Article XI shall be made in accordance with the provisions set forth in Sections 12.6 and 12.7 of the Distribution Agreement. Notwithstanding anything to the contrary hereunder, no cause of action, dispute or claim for indemnification may be asserted against either Party or submitted to arbitration or legal proceedings which accrued more than two years after the later of (a) the occurrence of the act or event giving rise to the underlying cause of action, dispute or claim and (b) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the cause of action, dispute or claim.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Entire Agreement . This Agreement, including the Annexes hereto and the sections of the Distribution Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior agreements, negotiations, discussions, understandings, writings and commitments between the Parties with respect to such subject matter.

Section 12.2 Choice of Law . This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of Delaware, as though all acts and omissions related hereto occurred in Delaware.

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Section 12.3 Amendment . This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of First Data and Western Union.

Section 12.4 Waiver . Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is in writing signed by an authorized representative of such Party. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Section 12.5 Partial Invalidity . Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Section 12.6 Execution in Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the Parties.

Section 12.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided , however , that the rights and obligations of either Party under this Agreement shall not be assignable by such Party without the prior written consent of the other Party. The successors and permitted assigns hereunder shall include any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, liquidation (including successive mergers or liquidations) or otherwise).

Section 12.8 Third Party Beneficiaries . Except to the extent otherwise provided in Article XI, the provisions of this Agreement are solely for the benefit of the Parties and their respective Affiliates, successors and permitted assigns and shall not confer upon any third Person any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Agreement.

Section 12.9 Notices . All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when delivered or mailed in accordance with the terms of Section 15.9 of the Distribution Agreement.

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Section 12.10 Performance . Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Affiliate of such Party.

Section 12.11 No Public Announcement . Neither First Data nor Western Union shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that either Party shall be so obligated by law or the rules of any regulatory body, stock exchange or quotation system, in which case the other Party shall be advised and the Parties shall use commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided , however , that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or to comply with applicable law, accounting and SEC disclosure obligations or the rules of any stock exchange.

Section 12.12 Limited Liability . Notwithstanding any other provision of this Agreement, no individual who is a stockholder, director, employee, officer, agent or representative of Western Union or First Data, in its capacity as such, shall have any liability in respect of or relating to the covenants or obligations of such Party under this Agreement and, to the fullest extent legally permissible, each of Western Union and First Data, for itself and its respective stockholders, directors, employees, officers and Affiliates, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable law.

Section 12.13 Mutual Drafting . This Agreement shall be deemed to be the joint work product of First Data and Western Union and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

Section 12.14 Dispute Resolution . The Parties agree that any dispute, controversy or claim between them with respect to the matters covered hereby shall be governed by and resolved in accordance with the procedures set forth in Section 4.3 hereof and in Article XIII of the Distribution Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized representatives as of the date first above written.

Annex A

AUTHORIZED REPRESENTATIVES

[Omitted]

Annex B

FIRST DATA SERVICES AND FEES

[Omitted]

Annex C

WESTERN UNION SERVICES AND FEES

[Omitted]

Annex D

THIRD PARTY SOFTWARE

[Omitted]

Exhibit 10.4

PATENT OWNERSHIP AGREEMENT AND COVENANT NOT TO SUE

This Agreement is entered into and made effective as of the 29th day of September, 2006, by and between First Data Corporation, a Delaware corporation, having a principal place of business at 6200 S. Quebec Street, Greenwood Village, CO 80111 (hereinafter “First Data”) and The Western Union Company, a Delaware corporation having a principal place of business at 12500 E. Belford Ave., Englewood, CO 80112 (hereinafter “Western Union”).

1.0 BACKGROUND

The parties have entered into the Separation Agreement, under which they have agreed to their separation into two separately traded public companies (the “Separation”). The parties desire to provide for ownership and other rights to patents that have previously been owned by the parent company prior to the Separation. Accordingly, the parties agree as follows:

2.0 DEFINITIONS

The following capitalized terms, whether in singular of plural form, shall have the meanings set forth below for all purposes of this Agreement:

“ Affiliate ” shall mean, when used with reference to a specific Person, any Person that, directly or indirectly, or through one or more intermediaries, owns or controls, is owned or controlled by, or is under common ownership or common control with, such specific Person. As used herein, “control” means the power to direct the management or affairs of a Person and “ownership” means the beneficial ownership of more than 50% of the voting equity securities of the Person.

“ Business Unit ” shall mean assets, liabilities and employees of a party that while not necessarily organized as a separate corporation or other legal entity is regarded by the party as a distinct unit for purposes of profit and loss management, or which is designated for the specific purpose of disposition as an operating entity by a party.

“ Contribution” shall have the same meaning as in the Separation Agreement.

“ Control ” shall mean the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled by” and “under common Control” have meanings correlative to the foregoing.

“ First Data Patents ” shall mean (a) those U. S. patents (and any non-U.S. patents corresponding thereto) identified in Exhibit A attached hereto, (b) any U.S. or non-U.S. patents corresponding to and issuing from those patent applications and invention disclosures identified in Exhibit A, and (c) divisions, continuations, continuations-in-part, re-examinations, reissues, extensions or renewals of any such U.S. or non-U.S. patents.

“ First Data Controlled Patents ” shall mean (a) those U. S. patents (and any non-U.S. patents corresponding thereto) identified in Exhibit B attached hereto, (b) any U.S. or non-U.S. patents corresponding to and issuing from those patent applications and invention

disclosures identified in Exhibit B, and (c) divisions, continuations, continuations-in-part (but only to the extent claims are supported by the specifications of those patents), re-examinations, reissues, extensions or renewals of any such U.S. or non-U.S. patents.

“ Separation Agreement ” shall mean the Separation and Distribution Agreement dated September 29, 2006 between the parties.

“ Subsidiary ” shall mean (a) a corporation or other legal entity Controlled by a party or (b) a Business Unit. Any such corporation, other legal entity or Business Unit shall be deemed a Subsidiary of a party only so long as it is Controlled by that party.

“ Western Union Patents ” shall mean (a) those U. S. patents (and any non-U.S. patents corresponding thereto) identified in Exhibit C attached hereto, (b) any U.S. or non-U.S. patents corresponding to and issuing from those patent applications and invention disclosures identified in Exhibit C, and (c) divisions, continuations, continuations-in-part, re-examinations, reissues, extensions or renewals of any such U.S. or non-U.S. patents.

“ Western Union Controlled Patents ” shall mean (a) those U. S. patents (and any non-U.S. patents corresponding thereto) identified in Exhibit D attached hereto, (b) any U.S. or non-U.S. patents corresponding to and issuing from those patent applications and invention disclosures identified in Exhibit D, and (c) divisions, continuations, continuations-in-part (but only to the extent claims are supported by the specifications of those patents), re-examinations, reissues, extensions or renewals of any such U.S. or non-U.S. patents.

3.0 OWNERSHIP OF WESTERN UNION PATENTS AND FIRST DATA PATENTS

3.1 At the time of The Contribution, Western Union shall become the sole and exclusive owner of all right, title and interest in the Western Union Patents, including the right to sue for past infringement.

3.2 At the time of The Contribution, First Data shall continue as the sole and exclusive owner of all right, title and interest in the First Data Patents, including the right to sue for past infringement.

3.3 The parties agree to file appropriate assignment documents with the U. S. Patent and Trademark Office (and at appropriate non-U. S. patent offices for corresponding non-U. S. patents) and reasonably cooperate with each other in order to effect and record the ownership of the Western Union Patents and the First Data Patents as provided under this Section 3.0. The cost of such assignment documents and their filing shall be born by Western Union for the Western Union Patents, and shall be born by First Data for the First Data Patents.

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4.0 OWNERSHIP OF WESTERN UNION CONTROLLED PATENTS AND FIRST DATA CONTROLLED PATENTS

4.1 At the time of The Contribution, Western Union and First Data shall each have, as joint owners, an undivided interest in and to all right, title and interest in both the Western Union Controlled Patents and the First Data Controlled Patents.

4.2 The parties agree to file appropriate assignment documents with the U. S. Patent and Trademark Office (and at appropriate non-U. S. patent offices for corresponding non-U.S. patents) and reasonably cooperate with each other in order to effect and record the joint ownership of the Western Union Controlled Patents and the First Data Controlled Patents as provided under this Section 4.0. The cost of such assignment documents and their filing shall be born by Western Union for the Western Union Controlled Patents, and shall be born by First Data for the First Data Controlled Patents. It is understood that the parties may delay the recording of assignment documents in jurisdictions outside of the U.S. for cost, administrative convenience or other reasons, but any such delay in recording shall not operate as a waiver or otherwise affect the ownership of patents as provided herein. In the event of such delay and if a prompt recording should thereafter become necessary for carrying out any purpose of this Agreement, the parties agree to proceed with such recording in a reasonably expeditious manner.

4.3 Western Union and First Data shall each have, as joint owners, full right to practice the inventions claimed in the Western Union Controlled Patents and the First Data Controlled Patents. The scope of such rights shall be comparable to the scope of rights granted under Section 5.0 below (and subject to Sections 6.0 and 7.0 below).

4.4 Western Union shall have the right (in its sole discretion) to transfer its joint ownership interest in the Western Union Controlled Patents, but not the First Data Controlled Patents (subject to Paragraph 9.3). First Data shall have the right (in its sole discretion) to transfer its joint ownership interest in the First Data Controlled Patents, but not the Western Union Controlled Patents (subject to Paragraph 8.3).

4.5 Western Union hereby agrees to provide all commercially reasonable cooperation to First Data regarding notification of significant events in the process of prosecuting the Western Union Controlled Patents. First Data hereby agrees to provide all commercially reasonable cooperation to Western Union regarding notification of significant events in the process of prosecuting the First Data Controlled Patents. Such commercially reasonable cooperation includes but is not limited to, making inventors who are employed by a party available for review of amendments and signature of documents and providing copies of documents.

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5.0 IMMUNITY AS TO WESTERN UNION PATENTS AND FIRST DATA PATENTS

5.1 Western Union (on behalf of itself and its Subsidiaries) hereby grants to First Data and its Subsidiaries:

(a) an immunity from patent infringement claims, actions and suits based on any act which, if not licensed hereunder, would infringe, contributorily infringe or induce the infringement of any Western Union Patent, and

(b) pursuant to such immunity, a worldwide, royalty-free, non-exclusive license under the Western Union Patents to (i) make, have made (including authorizing others to provide to First Data for its own use), use (on behalf of First Data or for the benefit of its customers), have used, sell, offer to sell, lease, import and otherwise transfer any machine, system, process or product, or any component thereof, (ii) provide and have provided any service, (iii) provide and have provided any software to third parties, and (iv) practice and have practiced any process or method.

5.2 First Data (on behalf of itself and its Subsidiaries) hereby grants to Western Union and its Subsidiaries:

(a) an immunity from patent infringement claims, actions and suits based on any act which, if not licensed hereunder, would infringe, contributorily infringe or induce the infringement of any First Data Patent, and

(b) pursuant to such immunity, a worldwide, royalty-free, non-exclusive license under the First Data Patents to (i) make, have made (including authorizing others to provide to Western Union for its own use), use (on behalf of First Data or for the benefit of its customers), have used, sell, offer to sell, lease, import and otherwise transfer any machine, system, process or product, or any component thereof, (ii) provide and have provided any service, (iii) provide and have provided any software to third parties, and (iv) practice and have practiced any process or method.

5.3 Except as specifically provided otherwise in this Agreement, the immunity and licenses granted under this Section 5.0 are personal, non-transferable and non-assignable (other than to a successor resulting from an internal corporate reorganization and not related to acquisition of the assigning party by a third party), and do not include the right to sublicense any other party unless such sublicense is granted to a third party for the exclusive purpose of having products, processes, services, etc. provided to a Party.

5.4 The immunity and licenses granted under this Section 5.0 extend to and from Subsidiaries of the parties. Each Subsidiary shall be bound by the terms and conditions of this Agreement as if it were a named party hereto. If at any time a Subsidiary of a party ceases to be a Subsidiary, then (a) any immunity and licenses to such Subsidiary under the patents of the

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other party shall continue, but only to the business operations of the Subsidiary (and its products and services) existing at the time it ceased to be a Subsidiary, and (b) any immunity and licenses on behalf of such Subsidiary to the other party shall continue, notwithstanding its ceasing to be a Subsidiary.

5.5 Nothing in this Section 5.0 shall be deemed an obligation on the part of either party to provide trade secrets, know-how or any technical information to the other, nor shall be construed as granting by implication, estoppel or otherwise any rights or licenses other than those expressly stated. Subject to either Party’s rights in patents, either Party shall be free to use any ideas, concepts, or know-how that may be or was learned, exchanged, or developed while Western Union was a subsidiary of First Data without compensation to the other Party insofar as such ideas, concepts and know-how are retained in the unaided memory of the employees of either Western Union or First Data.

5.6 Nothing in this Section 5.0 shall be deemed a grant of immunity from any claim, action, or suit other than as specifically provided herein.

6.0 LICENSING OF WESTERN UNION CONTROLLED PATENTS

6.1 Western Union shall have the exclusive right (as between itself and First Data) to grant licenses under the Western Union Controlled Patents. The grant of any such license, and the terms thereof, shall be within the sole discretion of Western Union, but subject to the rights granted to First Data under Sections 4.0 and 8.0. First Data shall have no right to an accounting by Western Union or to otherwise share in any royalties received by Western Union under any such license.

6.2 Upon written request of First Data, such request identifying a specific Western Union Controlled Patent and a third party, Western Union shall notify First Data in writing whether such third party has been granted a license under that Western Union Controlled Patent.

7.0 LICENSING OF FIRST DATA CONTROLLED PATENTS

7.1 First Data shall have the exclusive right (as between itself and Western Union) to grant licenses under the First Data Controlled Patents. The grant of any such license, and the terms thereof, shall be within the sole discretion of First Data, but subject to the rights granted to Western Union under Sections 4.0 and 9.0. Western Union shall have no right to an accounting by First Data or to otherwise share in any royalties received by First Data under any such license.

7.2 Upon written request of Western Union, such request identifying a specific First Data Controlled Patent and a third party, First Data shall notify Western Union in writing whether such third party has been granted a license under that First Data Controlled Patent.

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8.0 ASSERTION OF WESTERN UNION CONTROLLED PATENTS

8.1 Western Union, and not First Data, shall have the sole and exclusive right (in its sole discretion) to assert and bring legal action against others for infringement (including past infringement) of the Western Union Controlled Patents, except under the limited circumstances provided in Paragraph 8.2 below. First Data agrees to be bound by any decision in such action as to the affected Western Union Controlled Patents. If, notwithstanding the foregoing, First Data is required by law or by the court to be a party to such action, First Data shall waive venue and permit itself to be joined as a party; however, in this instance, First Data shall not incur any expenses as a joined party. Settlement decisions shall be made, with respect to the Western Union Controlled Patents, by Western Union, unless First Data has been joined voluntarily as a party. If First Data joined voluntarily as a party, settlement decisions shall be made jointly with the cost of settlement and any benefits being shared between the Parties pursuant to Section 8.2.

8.2 As the only exception to the sole and exclusive right of Western Union to assert the Western Union Controlled Patents, should legal action be brought against First Data in any jurisdiction claiming infringement by First Data of a patent of a third party issued in the U. S. or any other country, then First Data may assert any one or more of the Western Union Controlled Patents against such third party for infringement (including past infringement) thereof, by bringing legal action for monetary and equitable relief against such third party with Western Union’s written consent, which shall not be unreasonably withheld. In determining whether Western Union is acting reasonably, it may take into account all appropriate factors including i) value of the suit; ii) value of the Western Union Controlled Patent; iii) the presence of a good faith belief of infringement of the patent by the third party’s methods, systems or processes, iv) likelihood of success on the merits; v) the potential harm to Western Union if the Western Union Controlled Patent were to be invalidated or its claims limited; and vi) the effort and/or expense that First Data would have to incur in order to modify its product or service to avoid infringement. First Data may not grant a license under the Western Union Controlled Patents in settlement of such action, without the prior written approval and authorization of (and agreed compensation to) Western Union. Under the limited circumstances provided under this Paragraph 8.2, First Data shall provide written notice of its intent to assert such patents. Such notice shall include (a) the name of the third party, (b) the circumstances (including relevant dates) leading to such assertion, and (c) a summary of all information known to First Data relating to the infringement by the third party, and shall be delivered to Western Union at least thirty (30) days prior to First Data’s proposed commencement of an infringement action. Any such assertion shall have a good faith and reasonable basis for claiming infringement by the third party. Western Union shall have the right (to be exercised within ten (10) days after receiving the assertion notice) to have both parties jointly retain counsel (skilled in patent law and selected by mutual agreement) to assist in determining whether to grant or withhold its consent as provided in this paragraph, with such advice and related discussions to be maintained as privileged and confidential. Such determination shall be made within thirty (30) days after delivery of the assertion notice from First Data. If Western Union does not respond to the notice within thirty (30) days, First Data may commence the action.

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Western Union may, at its option, elect to join as a voluntary party to such legal action prior to its commencement, in which event Western Union shall (a) share equally in the cost (including attorney fees) of such action, (b) have the right to participate (in good faith) in such action with counsel of its own choosing and at its own expense, (c) be entitled to share equally in all damages that may be awarded (or made in settlement) against the third party on account of the Western Union Controlled Patents after deduction of both parties’ costs (including attorney fees), and (d) have control over any matters that affect or are likely to affect the validity or enforceability (including future economic value) of the Western Union Controlled Patents, including the future enforceability against such third party. First Data shall have control over all other matters arising in such action or its settlement (provided any settlement relating to the Western Union share of damages is agreed to by Western Union).

If Western Union declines to join as a voluntary party to such action prior to its commencement, it agrees to be bound by any decision in or settlement of such action as to the affected Western Union Controlled Patents. In such event, all costs and expenses of such action shall be borne by First Data, and First Data shall be entitled to receive all damages that may be awarded (or made in settlement). If notwithstanding the foregoing, Western Union is required by law or by the court to be a party to such action, Western Union shall waive venue and permit itself to be joined as a party.

8.3 The rights granted to First Data under Section 8.2 are personal, non-transferable and non-assignable (other than to a successor resulting from an internal corporate reorganization not related to the acquisition of First Data by a third party).

9.0 ASSERTION OF FIRST DATA CONTROLLED PATENTS

9.1 First Data, and not Western Union, shall have the sole and exclusive right (in its sole discretion) to assert and bring legal action against others for infringement (including past infringement) of the First Data Controlled Patents, except under the limited circumstances provided in Paragraph 9.2 below. Western Union agrees to be bound by any decision in such action as to the affected First Data Controlled Patents. If, notwithstanding the foregoing, Western Union is required by law or by the court to be a party to such action, Western Union shall waive venue and permit itself to be joined as a party; however, in this instance Western Union shall not incur any expenses as a joined party. Settlement decisions shall be made, with respect to the First Data Controlled Patents, by First Data, unless Western Union has been joined as a party. If Western Union joined voluntarily as a party, settlement decisions shall be made jointly, with cost of settlement and any benefits being shared between the Parties pursuant to Section 9.2.

9.2 As the only exception to the sole and exclusive right of First Data to assert the First Data Controlled Patents, should legal action be brought against Western Union in any jurisdiction claiming infringement by Western Union of a patent of a third party issued in the U. S. or any other country, then Western Union may assert any one or more of the First Data Controlled Patents against such third party for infringement (including past infringement) thereof, by bringing legal action for monetary and equitable relief against such third party with First Data’s written consent, which shall not be unreasonably withheld. In determining whether

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First Data is acting reasonably, it may take into account all appropriate factors including i) value of the suit; ii) value of the First Data Controlled Patent; iii) the presence of a good faith belief of infringement of the patent by the third party’s methods, systems or processes, iv) likelihood of success on the merits; v) the potential harm to First Data if the First Data Controlled Patent were to be invalidated or its claims limited; and vi) the effort and/or expense that Western Union would have to incur in order to modify its product or service to avoid infringement Western Union may not grant a license under the First Data Controlled Patents in settlement of such action, without the prior written approval and authorization of (and agreed compensation to) First Data. Under the limited circumstances provided under this Paragraph 9.2, Western Union shall provide written notice of its intent to assert such patents. Such notice shall include (a) the name of the third party, (b) the circumstances (including relevant dates) leading to such assertion, and (c) a summary of all information known to Western Union relating to the infringement by the third party, and shall be delivered to First Data at least thirty (30) days prior to Western Union’s commencement of an infringement action. Any such assertion shall have a good faith and reasonable basis for claiming infringement by the third party. First Data shall have the right (to be exercised within ten (10) days after receiving the assertion notice) to have both parties jointly retain counsel (skilled in patent law and selected by mutual agreement) to assist in determining whether to grant or withhold its consent as provided in this paragraph, with such advice and related discussions to be maintained as privileged and confidential. Such determination shall be made within thirty (30) days after delivery of the assertion notice from Western Union. If First Data does not respond to the notice within thirty (30) days, Western Union may commence the action.

First Data may, at its option, elect to join as a voluntary party to such legal action prior to its commencement, in which event First Data shall (a) share equally in the cost (including attorney fees) of such action, (b) have the right to participate (in good faith) in such action with counsel of its own choosing and at its own expense, (c) be entitled to share equally in all damages that may be awarded (or made in settlement) against the third party on account of the First Data Controlled Patents after deduction of both parties’ costs (including attorney fees) and (d) have control over any matters that affect or are likely to affect the validity or enforceability (including future economic value) of the First Data Controlled Patents, including the future enforceability against such third party. Western Union shall have control over all other matters arising in such action or its settlement (provided any settlement relating to the First Data share of damages is agreed to by First Data).

If First Data declines to join as a voluntary party to such action prior to its commencement, it agrees to be bound by any decision in or settlement of such action as to the affected First Data Controlled Patents. In such event, all costs and expenses of such action shall be borne by Western Union, and Western Union shall be entitled to receive all damages that may be awarded (or made in settlement). If notwithstanding the foregoing, First Data is required by law or by the court to be a party to such action, First Data shall waive venue and permit itself to be joined as a party.

9.3 The rights granted to Western Union under Section 9.2 are personal, non-transferable and non-assignable (other than to a successor resulting from an internal corporate reorganization not related to acquisition of Western Union by a third party).

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10.0 JOINTLY OWNED PATENTS — PROSECUTION AND MAINTENANCE

10.1 Western Union shall have sole control over and be responsible for the prosecution and maintenance of the Western Union Controlled Patents (including all costs and expenses in connection therewith). In the event Western Union decides to abandon any Western Union Controlled Patent, it shall use reasonable efforts to notify First Data in writing at least thirty (30) days prior to such abandonment. Upon such notification, First Data may, at its option, elect to assume full and complete control over and bear all costs in connection with such patent. Upon such election, Western Union agrees to promptly transfer all of its ownership interest in such patent to First Data, and thereafter such patent shall be deemed a First Data Patent for purposes of this Agreement (with immunity and licenses under such patent conveyed to Western Union pursuant to Section 5.0 above).

10.2 First Data shall have sole control over and be responsible for the prosecution and maintenance of the First Data Controlled Patents (including all costs and expenses in connection therewith). In the event First Data decides to abandon any First Data Controlled Patent, it shall use reasonable efforts to notify Western Union in writing at least thirty (30) days prior to such abandonment. Upon such notification, Western Union may, at its option, elect to assume full and complete control over and bear all costs in connection with such patent. Upon such election, First Data agrees to promptly transfer all of its ownership interest in such patent to Western Union, and thereafter such patent shall be deemed a Western Union Patent for purposes of this Agreement (with immunity and licenses under such patent conveyed to First Data pursuant to Section 5.0 above).

10.3 Upon request, each party will provide to the other a copy of any patent issuing after the date of this Agreement, for which such party has the responsibility for prosecution and maintenance under this Section 10. Such party shall also permit the other, at its expense, to inspect and make copies of the content of its file wrapper (as it customarily maintains such file, but excluding any attorney-client privileged material) for any such patent at any time prior to or after issuance.

10.4 The party having responsibility for prosecution and maintenance under this Section 10.0 shall have sole discretion as to all matters pertaining to such prosecution and maintenance, and shall have no liability to the other for any action, failure to take action or decision in connection therewith, including for abandonment or for failure to notify the other of abandonment as required in Paragraphs 10.1 or 10.2. Notwithstanding any other provision in this Agreement, the party not having responsibility for prosecution and maintenance can request in writing the ability to file any divisions, continuations, continuations-in-part, re-examinations, reissues, extensions or renewals of any such patents controlled by the other party, provided that any such divisions, continuations, continuations-in-part, re-examinations, reissues, extensions or renewals shall meet applicable laws and regulations governing the filing of such patents.

10.5 Each party shall provide, upon request of the other, reasonable cooperation (including making inventor-employees reasonably available) to the other as may be required in

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the course of prosecution and enforcement of the Western Union Controlled Patents or the First Data Controlled Patents, at the requesting party’s expense.

11.0 LICENSING AND ENFORCEMENT DISCUSSIONS; THIRD PARTY INFRINGEMENT; INDEMNIFICATION

11.1 If either party becomes aware of infringement by a third party of any jointly owned patent controlled by the other party, it shall notify the other party in writing of such infringement.

11.2 If one party is required by law or by a court to be a party to an action (by virtue of being a joint owner, and after having elected not to be a party to the action) against a third party brought by the other, such party shall appear as a party to such action and be indemnified by the other party against any costs and expenses (including reasonable attorney fees) in connection with such action. If one party enforces a patent (and the other party is not a party to such enforcement action), the other party shall be indemnified by the first party against any costs and expenses (including reasonable attorney fees) in connection with such action.

12.0 TERM

The term of this Agreement shall be from the date hereof until the expiration of the last to expire of the Western Union Patents, First Data Patents, Western Union Controlled Patents, and First Data Controlled Patents, with the term as respects each individual Patent expiring on the date that the patent expires or otherwise becomes abandoned, unenforceable, or invalid.

13.0 ACQUISITION OF A PARTY

13.1 In the event either party is Acquired by a third party (“Buyer”) at any time during the term of this Agreement, then:

(a) the immunity and licenses granted under Section 5.0 shall continue for both parties, but as to the Acquired party such immunity and licenses shall extend only to the business operations of the Acquired party (and its products and services) existing at the time of acquisition, and shall not extend to the Buyer as a whole;

(b) if Western Union is the Acquired party, it shall transfer, effective upon the date of its acquisition, all of its ownership rights in the First Data Controlled Patents to First Data and such patents shall thereafter be deemed First Data Patents for purposes of this Agreement (including Section 5.0 above); and

(c) if First Data is the Acquired party, it shall transfer, effective upon the date of its acquisition, all of its ownership rights in the Western Union Controlled Patents to Western Union and such patents shall thereafter be deemed Western Union Patents for purposes of this Agreement (including Section 5.0 above).

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13.2 Any transfer of ownership pursuant to Paragraph 13.1(b) and 13.1(c) above shall be subject to any prior licenses granted by the transferor, and such transfer shall not operate to release the transferor from any obligations it has under such prior license or to impose any such obligations on the transferee.

13.3 For purposes of this Agreement, an entity shall be “Acquired” if (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes a beneficial owner (or otherwise has the authority to vote), directly or indirectly, securities representing more than 50% of the total voting power of such entity’s then outstanding voting securities, or (ii) such entity becomes a party to a merger, consolidation or share exchange (other than a re-incorporation or the establishment of a holding company involving no change in ownership of the entity) and either (x) such entity is not in substance the surviving corporation or (y) as a result of such transaction, such entity’s board of directors is reconstituted so that a majority of such board of directors consists of individuals who were not directors prior to such transaction. Notwithstanding the foregoing, an entity shall not be deemed “Acquired” in the event of an internal corporate reorganization not involving a third party.

14.0 ALLOCATION OF PATENTS

It is acknowledged by both parties that reasonable efforts have been undertaken prior to the Separation to allocate the patents previously owned by their combined businesses, with the allocation based on the overall relevance of individual patents to one party or the other. If, after the date of this Agreement, either party notifies the other of a reasonable basis for believing that a patent has been improperly allocated to one party (solely owned or controlled by that party) when it should have been allocated to the other, both parties agree to negotiate in good faith to determine the proper allocation of such patent and to establish any other terms as may be equitable in connection with such patent or its allocation to the proper party.

15.0 MISCELLANEOUS

15.1 Confidentiality . Information concerning the First Data Patents and the Western Union Patents, to the extent it meets the definition of Confidential Information under the Separation Agreement, shall be the Confidential Information of First Data and Western Union, respectively, under the Separation Agreement. However, nothing herein shall preclude either party from responding to a third party inquiry as to the scope of its licensing or enforcement rights under any patent which is the subject of this Agreement.

15.2 Headings and Interpretation . Regardless of which Party may have drafted this Agreement or any part thereof, no rule of strict construction shall be applied against either Party or any of its Affiliates. If any provision of this Agreement is determined by a court of law to be invalid, illegal, or unenforceable pursuant to a judicial decree or decision, the Parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be so modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement shall continue to be binding and enforceable according to its terms. In this Agreement:

(a) references to the singular include references to the plural and words denoting any gender shall include all genders;

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(b) the headings in this Agreement do not affect its interpretation;

(c) references to a party to this Agreement include references to its successors or assigns (immediate or otherwise of that party) as such are appointed in accordance with the terms of this Agreement;

(d) references to a clause, section, paragraph or Exhibit are to a clause, section, paragraph or Exhibit to this Agreement and references to this Agreement include the Exhibits;

(e) any reference to a document being “ in writing ” includes any communication made by letter, facsimile transmission or email provided neither party may exercise any rights to terminate this Agreement or any of the services in it or make any notifications under clause 24 (termination) by email;

(f) in the event of any conflict or inconsistency between these Terms and Conditions and any of the other Exhibits or other Agreements as referenced herein, these Terms and Conditions shall prevail to the extent of that conflict or inconsistency unless expressly stated otherwise or agreed by the parties in writing; and,

(g) any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes references to (i) that enactment as re-enacted, amended, extended or applied by or under any other enactment (before or after the signature of this Agreement); or (ii) any subordinate legislation made (before or after the signature of this Agreement) under such enactment.

(h) Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

(i) Terms other than those defined within this Agreement and its exhibits will be given their plain English meaning, and those terms, acronyms, and phrases known in the information technology industry will be interpreted in accordance with their generally accepted meanings.

(j) Defined terms appearing in this Agreement and its Schedules in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning, and shall, unless the context otherwise requires, include the terms as defined.

(k) Reference to months or years shall be construed as calendar months (i.e. one or more of the twelve periods into which a conventional year is divided) or conventional years (i.e. 1 January to 31 December). Reference to “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” shall be any day other than a Saturday, Sunday

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