RETIREMENT AND CONSULTING AGREEMENT

RETIREMENT AND CONSULTING AGREEMENT, dated as of November 26, 2005, by and between FIRST DATA CORPORATION, a Delaware corporation (the Company), and CHARLES T. FOTE (Executive).

WHEREAS, Executive is currently serving as the Chairman of the Board of Directors and Chief Executive Officer of the Company;

WHEREAS, Executive has expressed his desire to retire from employment with the Company;

WHEREAS, Executive has provided loyal and valuable service to the Company and the Company recognizes Executives significant contribution to the Company and its shareholders;

WHEREAS, the Company believes that it is in its best interests to facilitate such retirement in a manner that allows it to effect a smooth transition of authority, to retain access to the services of Executive and to secure certain covenants from Executive; and

WHEREAS, Executive is willing to continue to provide services to the Company on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of their mutual promises, the Company and Executive agree as follows:

1. Resignation; Continuing Board Membership. Effective as of the date hereof, Executive hereby resigns (i) (A) as Chief Executive Officer of the Company and (B) from each other officer or executive position held with the Company and each directorship, officer or executive position held with each of the Companys subsidiaries or affiliates, in each case effective immediately, and (ii) as Chairman of the Board of Directors and as an employee of the Company and each of its subsidiaries and affiliates, effective as of December 31, 2005. Executives resignation under the immediately preceding sentence shall constitute a retirement with respect to the Companys applicable compensatory plans, programs and arrangements. Executive shall continue as a member of the Board of Directors (the Board) until the annual meeting of shareholders in 2006, which is expected to occur on May 10, 2006, as of which time he hereby resigns as a director. Executive agrees and acknowledges that, even though his employment will end prior to his service as a member of the Board, he will not be treated as a non-employee director under the Companys compensation plans, policies and practices for the period from January 1, 2006 through the effective date of his resignation from the Board and will receive no compensation for such services in addition to the compensation set forth herein.

2. Consulting Services. During the period beginning on January 1, 2006 and continuing until June 30, 2007 (the Consulting Period), Executive shall provide to the Company consulting services commensurate with his status and experience with respect to such matters as shall be reasonably requested from time to time by the Board, or the Chief Executive Officer; provided, however, that Executive shall not be required to commit more than twenty percent of his business time in any given calendar month to the performance of such services. Executive shall not, solely by virtue of the consulting services provided hereunder, be considered to be an officer or employee of the Company during the Consulting Period, and shall not have the power or authority to contract in the name of or bind the Company, except as may be expressly stated in a written delegation of such authority from the Board.

3. Compensation. (a) Continued Employment. Except to the extent expressly otherwise provided herein, until December 31, 2005, Executive shall continue to be compensated on the same terms and conditions as in effect immediately prior to the date hereof. You shall be eligible to receive an annual bonus in respect of your services during 2005 in such amount, if any, as is payable to you in accordance with the terms of the Senior Executive Incentive Plan, as in effect on the date hereof.

(b) Consulting Services Period. During the Consulting Period, the Company shall pay Executive for his services as a consultant a monthly fee equal to $91,666.67, which is equal to the monthly rate of base salary payable to Executive on the date hereof. Such fees shall be paid in installments on the fifteenth and last business day of each month during the Consulting Period. Executive shall not be treated as an employee in respect of the services rendered and the fees paid to Executive during the Consulting Period shall not be subject to wage withholding.

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