First Data 2008 Annual Report Download - page 239

Exhibit 10.23
AMENDMENT NO. 1
TO THE
FIRST DATA CORPORATION SEVERANCE/CHANGE IN CONTROL POLICY
(EXECUTIVE COMMITTEE LEVEL)
(As Amended and Restated Effective as of September 24, 2007)
This Amendment No. 1 is executed as of the 23 day of December 2008, by First Data Corporation (the "Company").
WHEREAS, the Company sponsors the First Data Corporation Severance/Change in Control Policy (Executive Committee Level) (the "Plan");
WHEREAS, the Company now desires to amend the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended, and the final Treasury Regulations issued thereunder;
NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2009, as follows:
1. Amendment to Section 8(i). The last two sentences of Section 8(i) shall hereby be amended and restated to read as follows:
In such event, the reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity
awards; and (iii) reduction of employee benefits. If acceleration of vesting of compensation from an Eligible Executive's equity awards is to be
reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant, unless the Eligible Executive elects in writing a
different order for cancellation, provided, however, such election by the Eligible Executive shall apply only to equity awards that do not
constitute nonqualified deferred compensation within the meaning of Code Section 409A.
2. Amendment to Section 8(ii). The last sentence of Section 8(ii) shall hereby be amended and restated to read as follows:
In the event that the Company exhausts its remedies pursuant to Section 8(iii) and the Eligible Executive thereafter is required to make a payment
of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be
paid by the Company to or for the benefit of the Eligible Executive within five days of receipt of the Accounting Firm's determination.