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Exhibit 10.3
AMENDMENT TO
NONQUALIFIED STOCK OPTION TERMS
AND CONDITIONS UNDER THE
FIRST DATA CORPORATION 1992
LONG-TERM INCENTIVE PLAN
Paragraph 5 of the terms and
conditions of the award agreements applicable to the nonqualified
stock options that were granted initially under the First Data
Corporation 1992 Long-Term Incentive Plan to persons who are
currently members of the Executive Committee of The Western Union
Company and to persons who become members of the
Corporation’s Executive Committee in the future, effective
upon their becoming members of the Corporation’s Executive
Committee, which stock options were converted into stock options
under The Western Union Company 2006 Long-Term Incentive Plan (the
“1992 LTIP Award Agreements”) are hereby amended by
replacing the existing Paragraph 5 under the 1992 LTIP Award
Agreements with the following new Paragraph 5:
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5.
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This option may
not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of by you, except by will or the laws of descent
and distribution and is exercisable during your lifetime only by
you; provided, however, that as long as you continue to be a member
of the Executive Committee of the Company this option may, to the
extent it is then exercisable, be transferred by you without
consideration (except in the case of a transfer to a limited
liability company or partnership which is a “Family
Entity,” in which case such transfer may be in exchange for
consideration permitted by this paragraph) and in accordance with
the other provisions of this paragraph to (i) one or more
individuals, each of whom is, as of the date of such transfer, a
“Member of Your Family” or (ii) a “Family
Entity” and, to the extent so transferred, your right to
exercise this option shall thereafter be exercisable by such
transferee(s) in accordance with the terms hereof.
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As used in this paragraph, the term
“Member of Your Family” shall mean any spouse, parent,
child, stepchild
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