TAX ALLOCATION AGREEMENT

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