First Data 2008 Annual Report Download - page 241

than the end of the Severance Period. Any cash Severance Benefits in excess of the Excludible Amount (the "Excess Amount") payable to an
Eligible Executive under the Policy shall be paid in substantially equal monthly installments; provided that the installments shall commence no
later than the second month (which shall be in all cases within 90 days) following the Eligible Executive's Termination Date (or, if later, the
earliest date the Company determines will not result in a violation of Code Section 409A, if applicable), and shall be paid in full no later than the
end of the Severance Period. Notwithstanding the foregoing, in no event shall payment of any Severance Benefit be made prior to the Eligible
Executive's Termination Date or prior to the effective date of the Agreement and Release described in Section 9 above or (prior to the earliest
date the Company determines will not result in a violation of Code Section 409A, if applicable). Notwithstanding the foregoing, with respect to
the Excess Amount, if termination of the Eligible Executive's employment occurs within fifty (50) days of the end of the calendar year, the first
payment will be made on the later of (I) the effective date of the Agreement and Release, or (II) January 2 of the year following the year in which
termination of Eligible Executive's employment occurs; and provided further that the first payment shall include any amounts that would have
otherwise been due prior to the date of first payment. If an Eligible Executive dies after becoming eligible for Severance Benefits and executing
an Agreement and Release but before full receipt of all cash Severance Benefits, the remaining cash Severance Benefits (which shall include both
the Excludible Amount and the Excess Amount) will be paid to the Eligible Executive's estate in one lump sum within ninety (90) days (but no
later than the end of the Severance Period) of the Eligible Executive's death. If an Eligible Executive dies after becoming eligible for Severance
Benefits but before executing an Agreement and Release, his or her estate or representative may not execute an Agreement and Release and no
Severance Benefits with respect to the Eligible Executive are payable under this Policy. All payments under this Policy will be net of amounts
withheld with respect to taxes, offsets, or other obligations.
6. Amendment to Section 11. The first sentence of Section 11 shall hereby be amended and restated to read as follows:
The Company may, in its discretion and to the extent permitted under applicable law and Code Section 409A, offset against the Eligible
Executive's benefits under this Policy any other severance benefits payable to the Eligible Executive by the Company, the value of unreturned
property, and any outstanding loan, debt or other amount the Eligible Executive owes to the Company.
7. New Section 20 and Renumber Existing Section 20. The Plan shall hereby be amended to add the following as new Section 20 and to renumber
existing Section 20 as Section 21.
Notwithstanding any provision of the Plan to the contrary, the Plan is intended to comply with the requirements of Code Section 409A.
Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply