EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT is made as of [                    ], 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 [                    ], 2006 (the Distribution Agreement) pursuant to which First Data will distribute on a pro rata basis to the holders of First Datas 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 Unions 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.

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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.

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