First Data 2008 Annual Report Download - page 224

* Less than one percent
(1) The number of shares reported includes shares covered by options that are exercisable within 60 days of March 1, 2009 as follows: Mr. Capellas,
1,928,572; Mr. Labry, 750,000; Ms. Trent, 187,000; Mr. Wall, 45,000; Mr. Yates, 112,491; and all directors and executive officers as a group,
3,435,563.
(2) No shares are pledged as security.
(3) New Omaha Holdings L.P is a limited partnership in which investment funds associated with Kohlberg Kravis Roberts & Co. L.P. and other co-
investors own the limited partner interests. New Omaha Holdings LLC is the general partner of New Omaha Holdings L.P. KKR 2006 Fund L.P. is the
sole member of New Omaha Holdings LLC. KKR Associates 2006 L.P. is the general partner of KKR 2006 Fund L.P. KKR 2006 GP LLC is the
general partner of KKR 2006 Associates L.P. Messrs. Henry R. Kravis, George R. Roberts, Michael W. Michelson, Perry Golkin, Johannes P. Huth,
Todd A. Fisher, Alexander Navab, Marc Lipschultz, Reinhard Gorenflos, Scott C. Nuttall, Joseph Y. Bae, Brian F. Carroll, John K. Saer, Jr. and
William J. Janetschek are members of KKR 2006 GP LLC (the "KKR 2006 GP LLC members"). Each of New Omaha Holdings LLC, KKR 2006 Fund
L.P., KKR 2006 Associates L.P., KKR 2006 GP LLC and each of the KKR 2006 GP LLC Members may be deemed to share beneficial ownership of
any shares beneficially owned by New Omaha Holdings L.P., but disclaim such beneficial ownership except to the extent of their pecuniary interest
therein. The address of each of the entities listed in this footnote is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th, Street, New York, New York
10019.
(4) Includes 1,000,000 shares held by MMC Holdings LLC. Mr. Capellas is the manager of MMC Holdings LLC. Mr. Capellas disclaims beneficial
ownership of any shares owned directly or indirectly by MMC Holdings LLC, except to the extent of his pecuniary interest therein.
(5) Includes the Labry Family Trust-2002 holdings of 130,000 shares and 39,000 additional shares covered by options that are exercisable within 60 days.
Mr. Labry disclaims beneficial ownership of any shares owned directly or indirectly by the Labry Family Trust-2002, except to the extent of his
pecuniary interest therein.
(6) Includes Ms. Trent's husband's holdings of 80,000 shares and 22,000 additional shares covered by options that are exercisable within 60 days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Policies Regarding the Approval of Transactions with Related Parties
Under the Company's Director Code of Conduct, each director must report to the Company's General Counsel upon learning of any prospective
transaction or relationship in which the director will have a financial or personal interest (direct or indirect) that is with the Company, involves the use of
Company assets, or involves competition against the Company (consistent with any confidentiality obligation the director may have). The General Counsel
must then advise the Board of any such transaction or relationship and the Board must pre-approve any material transaction or relationship.
Under the Company's Code of Conduct, executive officers may not use their personal influence to get the Company to do business with a company in
which they, their family members or their friends have an interest. In situations where an executive officer is in a position of influence or where a conflict of
interest would arise, the prior approval of the General Counsel is required.
Certain Relationships and Related Transactions
Management Agreement
On September 24, 2007 and in connection with the merger, First Data entered into a management agreement with affiliates of KKR (the "Management
Agreement") pursuant to which KKR will provide management, consulting, financial and other advisory services to the Company. Pursuant to the
Management Agreement, KKR is entitled to receive an aggregate annual management fee of $20 million, which amount will increase 5%
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