Mr. Winborne will receive an annual salary of $400,000, be eligible for a target bonus of $300,000 and receive a sign-on bonus of $1.5 million. In addition, subject to final approval of the Governance, Compensation and Nominations Committee of the Board of Directors of First Data Holdings Inc. ("Holdings"), the parent corporation of the Company, the Company anticipates that Mr. Winborne will participate in equity programs under the 2007 Stock Incentive Plan for Key Employees of First Data Corporation (the "2007 Equity Plan"). He has been invited to subscribe for up to $1 million in common stock of Holdings under the 2007 Equity Plan at the current fair value of the stock and the Company anticipates that he will be granted one time-vested option and one performance-vested option to purchase shares of Holdings for each share of stock that he purchases. One-half of the options will have an exercise price of $5.00 per share and one-half will have an exercise price of $3.00 per share. Additionally, one-half of the options will have time-based vesting, whereby 20% of the options vest on each of the first five anniversaries of the date of grant. The other half of the options granted will be subject to EBITDA-based performance vesting. Performance-vested options will be eligible to vest and become exercisable in equal increments of 20% at the end of fiscal years 2009, 2010, 2011, 2012 and 2013, but will vest on those dates only if the Company attains specified annual EBITDA performance targets. EBITDA performance targets for 2009, 2010 and 2011 can be found on page 55 of First Data Corporation's proxy statement on Schedule 14A filed with the SEC on June 26, 2007, and the remaining targets will be established at a future date by the Governance, Compensation and Nominations Committee of the Board of Directors of Holdings, which has the discretion to adjust the EBITDA targets for any year under the 2007 Equity Plan. If the EBITDA target is not met in a given year, the options which did not vest may become vested following any subsequent year in which the cumulative EBITDA target for the years 2009 through that year has been attained. Vesting of the options may be accelerated in accordance with the terms of the 2007 Equity Plan. All shares and option grants will be subject to call rights by Holdings if the holder terminates employment with First Data for any reason.