THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

First Data Corporation (FDC)

3/27/2006 Proxy Information

Mr. Fote was Chairman of First Data Corporation from January 2003 to December 2005 and President and Chief Executive Officer from January 2002 to November 2005, President and Chief Operating Officer from September 1998 to January 2002 and Executive Vice President from First Data's initial public offering in April 1992 until September 1998.

RRE Ventures

In the fourth quarter of 1996, the Company made a commitment to invest up to $3 million as a limited partner in RRE Investors, L.P. As of June 30, 2003, the commitment had been fully funded. Distributions through December 31, 2005 total $175,471,990. The Company is required to pay RRE Advisors, LLC an annual management fee of 2% of actively managed capital as well as its pro rata share of certain expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of certain distributions after satisfaction of distribution preferences in favor of the limited partners. The Company contributed this investment to FDGS Holdings General Partner II, LLC (“FDGS”), a majority owned subsidiary, in November 2000. During 2005, FDGS incurred $18,988 in management fees.

In the second quarter of 1999, the Company made a commitment to invest up to $5 million as a limited partner in RRE Ventures II, L.P. The Company contributed this investment to FDGS in November 2000. As of December 31, 2005, 99% of the commitment had been funded. Distributions through December 31, 2005 total $50,375,584. FDGS is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of certain distributions after satisfaction of distribution preferences in favor of the limited partners. During 2005, FDGS incurred $125,000 in management fees.

In the second quarter of 2001, FDGS made a commitment to invest up to $1 million as a limited partner in RRE Ventures III-A, L.P. Distributions through December 31, 2005 total $28,157,774. As of December 31, 2005, the Company had funded 64% of the commitment. The Company is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of certain distributions after satisfaction of distribution preferences in favor of the limited partners. During 2005, FDGS incurred $25,000 in management fees.

In February 2005, a subsidiary of FDGS sold assets related to its mobile wallet software to Qpass, Inc. for $1.5 million, a portion of which is contingent upon Qpass obtaining certain agreements from a third party. Mr. Robinson is a director of Qpass, Inc. and RRE Investors, L.P. and RRE Investors Fund, L.P. hold a minority interest in Qpass, Inc.

Mr. Robinson, a director of the Company, and members of his family control and have equity interests in RRE Investors, L.P.; RRE Investors Fund, L.P.; RRE Ventures II, L.P.; RRE Ventures Fund II, L.P.; RRE Ventures III-A, L.P.; RRE Ventures III, L.P.; RRE Ventures Fund III, L.P.; and RRE Advisors, LLC. Prior to authorizing the transactions as described above, Mr. Robinson’s interests in the transactions were disclosed to and reviewed by the Board or a committee of the Board.

William Blair

Mr. Kiphart, a director of the Company, is the manager of the corporate finance / investment banking department and a principal at William Blair & Company, L.L.C. Prior to the Company’s acquisition of Vigo Remittance Corp. (“Vigo”) in October 2005, Vigo hired William Blair to advise it in connection with its consideration of the proposed acquisition and to provide a fairness opinion in connection with the acquisition. Vigo paid William Blair a fee of $2,684,444 plus $108,821 for reimbursement of its out of pocket expenses (including fees and expenses of its counsel) reasonably incurred by it in connection with its services and will indemnify William Blair against potential liabilities arising out of its engagement.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Daniel P. Burnham, a director of the Company, has agreed with the staff of the United States Securities and Exchange Commission (“SEC”) to submit an offer of settlement related to an inquiry of a matter that occurred during his tenure as Chairman and Chief Executive Officer of Raytheon Company. The offer of settlement would be subject to approval by the SEC. The inquiry as it relates to Mr. Burnham relates to alleged improper disclosure and accounting in 2000 and 2001 for the deteriorating market for a line of aircraft manufactured by a Raytheon subsidiary. Under the proposed settlement, Mr. Burnham would consent, without admitting or denying the SEC’s findings or allegations, to entry of an administrative cease and desist order finding that he violated Sections 17(a)(2) and (3) of the Securities Act of 1933 and caused Raytheon’s violations of Sections 13(a) and 13(b)(2) of the Exchange Act of 1934 and certain rules thereunder and a civil court order requiring him to return a portion of his 2000 cash bonus, as well as pay a civil fine.

In considering the re-nomination of Mr. Burnham to the Company’s Board of Directors, the Corporate Governance Committee and the Board of Directors reviewed the facts surrounding Mr. Burnham’s offer of settlement with the SEC. The Committee noted that the allegations were not related to Mr. Burnham’s service as either a Director of the Company or Chairperson of the Company’s Compensation and Benefits Committee. In addition, the Committee and the Board considered Mr. Burnham’s substantial experience, the cooperative and forthright manner in which Mr. Burnham brought the allegations to the attention of the Committee and the Board, and the numerous contributions Mr. Burnham has made to the Board of Directors over the past two years, including his valuable service as a member and Chairperson of the Compensation and Benefits Committee. After its review, the Committee and the Board determined that the allegations are not reflective of Mr. Burnham’s conduct, judgment or integrity as they relate to his service on the Company’s Board and that Mr. Burnham’s valuable service to the Company over the past two years warranted his re-nomination.

3/28/2005 Proxy Information

Mr. Robert J. Levenson was an Executive Vice President of First Data Corporation from 1993 to 2000. From 1985 until October 1990, he was a Group President of Automatic Data Processing, Inc.

In the fourth quarter of 1996, the Company made a commitment to invest up to $3 million as a limited partner in RRE Investors, L.P. As of June 30, 2003, the commitment had been fully funded. Distributions through December 31, 2004 total $4,772,426. The Company is required to pay RRE Advisors, LLC an annual management fee of 2% of actively managed capital as well as its pro rata share of certain expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of certain distributions after satisfaction of distribution preferences in favor of the limited partners. The Company contributed this investment to eONE Global General Partner II, LLC, a majority owned subsidiary, in November 2000. During 2004, eONE Global General Partner II, LLC incurred $18,988 in management fees.

In the second quarter of 1999, the Company made a commitment to invest up to $5 million as a limited partner in RRE Ventures II, L.P. The Company contributed this investment to eONE Global General Partner II, LLC, a majority owned subsidiary, in November 2000. As of December 31, 2004, 90% of the commitment had been funded. Distributions through December 31, 2004 total $863,726. eONE Global is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of certain distributions after satisfaction of distribution preferences in favor of the limited partners. During 2004, eONE Global incurred $125,000 in management fees.

In the second quarter of 2001, eONE Global General Partner II, LLC, a majority owned subsidiary of the Company, made a commitment to invest up to $1 million as a limited partner in RRE Ventures III-A, L.P. Distributions through December 31, 2004 total $44,614. As of December 31, 2004, the Company had funded 43% of the commitment. The Company is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of certain distributions after satisfaction of distribution preferences in favor of the limited partners. During 2004, the Company incurred $25,000 in management fees.

In March 2003, the Company and other third parties including RRE Ventures II, L.P. and RRE Ventures Fund II, L.P. purchased $6 million of senior secured convertible bridge notes with warrants from e-Duction Inc. The Company's portion of these notes is $2.4 million, which was converted into Class A Preferred Stock in 2004 as part of an e-Duction recapitalization. Including investments prior to 2003, the Company and entities affiliated with RRE Ventures own approximately 18% and 18.6%, respectively.

In the third quarter of 2004, the Company invested $1.6 million in BitPass, Inc., a company founded in 2002 that offers a digital content micropayment system for consumers and merchants. RRE Ventures III-A, L.P., RRE Ventures III, L.P. and RRE Ventures Fund III, L.P. also invested $2 million in BitPass, Inc. as part of the same transaction on the same terms as the Company. The investment resulted in the Company acquiring an economic interest of approximately 8.5% and entities affiliated with RRE Ventures owning approximately 10.7% of BitPass in the form of Series B Preferred Stock.

In February 2005, a subsidiary of eONE sold assets related to its mobile wallet software to Qpass, Inc. for $1.5 million, a portion of which is contingent upon Qpass obtaining certain agreements from a third party. Mr. Robinson is a director of Qpass, Inc. and RRE Investors, L.P. and RRE Investors Fund, L.P. hold a minority interest in Qpass, Inc.

Mr. Robinson, a director of the Company, and members of his family control and have equity interests in RRE Investors, L.P.; RRE Investors Fund, L.P.; RRE Ventures II, L.P.; RRE Ventures Fund II, L.P.; RRE Ventures III-A, L.P.; RRE Ventures III, L.P.; RRE Ventures Fund III, L.P.; and RRE Advisors, LLC. Prior to authorizing the transactions as described above, Mr. Robinson's interests in the transactions were disclosed to and reviewed by the Board or the Oversight Committee of the Board.

William Blair & Company LLC. Concord EFS, Inc. ("Concord") hired William Blair & Company LLC to provide a fairness opinion in connection with the merger of Concord into a subsidiary of the Company. Pursuant to a letter agreement dated February 20, 2003, Concord paid William Blair a fee of $1.5 million upon the delivery of its opinion, dated April 1, 2003, as to the fairness, from a financial point of view, of the exchange ratio in the original merger agreement. Under the terms of the letter agreement, William Blair received an additional fee of $9.5 million upon the completion of the merger on February 26, 2004. In addition, Concord reimbursed William Blair for all of its out-of-pocket expenses (including fees and expenses of its counsel) reasonably incurred by it in connection with its services and will indemnify William Blair against potential liabilities arising out of its engagement.

Richard P. Kiphart, who was the non-executive chairman of the board of directors of Concord and became a director of First Data upon closing of the Concord merger on February 26, 2004, is the manager of the corporate finance department and a principal at William Blair & Company, L.L.C.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

On July 15, 2003, Loral Space & Communications Ltd. ("Loral") and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. On February 15, 2002, Globalstar, L.P. ("Globalstar") and certain of its direct subsidiaries filed voluntary petitions under Chapter 11 of Title 11, United States Code in the United States Bankruptcy Court for the District of Delaware. Bernard L. Schwartz, a director of the Company, is Chairman of the Board of Directors and Chief Executive Officer of Loral and was an executive officer of Globalstar. Loral and its subsidiaries continue to manage their properties and operate their businesses as "debtors-in-possession" under the jurisdiction of the U.S. Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. Also on July 15, 2003, Loral filed a parallel insolvency proceeding in the Supreme Court of Bermuda (the "Bermuda Court"). The Bermuda Court granted certain principals of KPMG LLP the power to oversee the continuation and reorganization of Loral's businesses under the control of its board of directors and under the supervision of the U.S. Bankruptcy Court and the Bermuda Court.

4/2/2004 Proxy Information

Charles T. Russell is a director of eONE Global, LLC, a majority-owned subsidiary of First Data Corporation.

Henry C. Duques is a director of eONE Global, LLC, a majority-owned subsidiary of First Data Corporation.

RRE Ventures. In the fourth quarter of 1996, the Company made a commitment to invest up to $3 million as a limited partner in RRE Investors, L.P. As of December 31, 2000, the commitment had been fully funded, however, capital that has been called and distributed within an eighteen-month period is subject to recall. Distributions through December 31, 2003 total $4,772,461. The Company is required to pay RRE Advisors, LLC an annual management fee of 2% of its capital commitment as well as its pro rata share of certain organizational and other expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of all distributions after satisfaction of certain distribution preferences in favor of the limited partners. The Company contributed this investment to eONE Global, LP, a majority owned subsidiary, in November 2000. During 2003, eONE Global, LP incurred $25,580 in management fees.

In the second quarter of 1999, the Company made a commitment to invest up to $5 million as a limited partner in RRE Ventures II, L.P. The Company contributed this investment to eONE Global, LP, a majority owned subsidiary, in November 2000. As of December 31, 2003, 88.12% of the commitment had been funded. Distributions through December 31, 2003 total $808,831. eONE Global is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain organizational and other expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of all distributions after satisfaction of certain distribution preferences in favor of the limited partners. During 2003, eONE Global incurred $125,000 in management fees and $10,556 in other expenses.

In the second quarter of 2001, eONE Global, LP, a majority owned subsidiary of the Company, made a commitment to invest up to $1 million as a limited partner in RRE Ventures III-A, L.P. As of December 31, 2003, the Company had funded 22.59% of the commitment. The Company is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain organizational and other expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of all distributions after satisfaction of certain distribution preferences in favor of the limited partners. During 2003, the Company incurred $25,000 in management fees and $1,224 in other expenses.

The Company, RRE Ventures II, L.P., RRE Ventures Fund II, L.P. and other third-party investors own equity securities issued by e-Duction Inc. RRE Ventures II, L.P., and RRE Ventures Fund II, L.P. also hold warrants to purchase e-Duction common stock. In March 2003, RRE Ventures II, L.P., the Company and other third parties purchased $6.0 million of senior secured convertible bridge notes from e-Duction and received warrants to purchase e-Duction common stock upon issuance of the notes. First Data's portion of the note is $2.4 million.

Mr. Robinson, a director of the Company, and members of his family control and have equity interests in RRE Investors, L.P.; RRE Ventures II, L.P.; RRE Ventures III-A, L.P.; and RRE Advisors, LLC. Prior to authorizing the investments as described above, Mr. Robinson's interests in the transactions were disclosed to the Board or the Oversight Committee of the Board and the Board or Oversight Committee unanimously approved the transactions.

William Blair & Company LLC. Concord EFS, Inc. ("Concord") hired William Blair & Company LLC to provide a fairness opinion in connection with the merger of Concord into a subsidiary of the Company. Pursuant to a letter agreement dated February 20, 2003, Concord paid William Blair a fee of $1,500,000 upon the delivery of its opinion, dated April 1, 2003, as to the fairness, from a financial point of view, of the exchange ratio in the original merger agreement. Under the terms of the letter agreement, William Blair received an additional fee of $9,500,000 upon the completion of the merger on February 26, 2004. In addition, Concord reimbursed William Blair for all of its out-of-pocket expenses (including fees and expenses of its counsel) reasonably incurred by it in connection with its services and will indemnify William Blair against potential liabilities arising out of its engagement. Richard P. Kiphart, who was the non-executive chairman of the board of directors of Concord, is the manager of the corporate finance department and a principal at William Blair & Company, L.L.C.

Employment Agreement. In 2003, Robert Levenson, a former director who resigned in April 2003, received $139,162 for services he performed as an employee of the Company.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

On July 15, 2003, Loral Space & Communications Ltd. ("Loral") and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. On February 15, 2002, Globalstar, L.P. ("Globalstar") and certain of its direct subsidiaries filed voluntary petitions under Chapter 11 of Title 11, United States Code in the United States Bankruptcy Court for the District of Delaware. Bernard L. Schwartz, a director of the Company, is Chairman of the Board of Directors and Chief Executive Officer of Loral and was an executive officer of Globalstar. Loral and its subsidiaries continue to manage their properties and operate their businesses as "debtors-in-possession" under the jurisdiction of the U.S. Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. Also on July 15, 2003, Loral filed a parallel insolvency proceeding in the Supreme Court of Bermuda (the "Bermuda Court"). The Bermuda Court granted certain principals of KPMG LLP the power to oversee the continuation and reorganization of Loral's businesses under the control of its board of directors and under the supervision of the U.S. Bankruptcy Court and the Bermuda Court.

4/7/2003 Proxy Information

RRE Ventures. In the fourth quarter of 1996, the Company made a commitment to invest up to $3 million as a limited partner in RRE Investors, L.P. As of December 31, 2000, the commitment had been fully funded, however, capital that has been called and distributed within an eighteen-month period is subject to recall. Distributions through December 31, 2002 total $1,496,208. The Company is required to pay RRE Advisors, LLC an annual management fee of 2% of its capital commitment as well as its pro rata share of certain organizational and other expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of all distributions after satisfaction of certain distribution preferences in favor of the limited partners. The Company contributed this investment to eONE Global, LP, a majority owned subsidiary, in November 2000. During 2002, eONE Global incurred $60,000 in management fees and $4,526 of other expenses.

In the second quarter of 1999, the Company made a commitment to invest up to $5 million as a limited partner in RRE Ventures II, L.P. The Company contributed this investment to eONE Global, LP, a majority owned subsidiary, in November 2000. As of December 31, 2002, $4,434,898 of the commitment had been funded. Distributions through December 31, 2002 total $411,622. eONE Global is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain organizational and other expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of all distributions after satisfaction of certain distribution preferences in favor of the limited partners. During 2002, eONE Global incurred $125,000 in management fees and $6,111 in other expenses.

In the second quarter of 2001, eONE Global, LP, a majority owned subsidiary of the Company, made a commitment to invest up to $1 million as a limited partner in RRE Ventures III-A, L.P. As of December 31, 2002, the Company had funded $125,000 of the commitment. The Company is required to pay RRE Advisors, LLC an annual management fee of 2.5% of its capital commitment as well as its pro rata share of certain organizational and other expenses. In addition, the Limited Partnership Agreement provides that the general partner is entitled to receive 20% of all distributions after satisfaction of certain distribution preferences in favor of the limited partners. During 2002, the Company incurred $25,000 in management fees and $3,954 in other expenses.

Mr. Robinson, a director of the Company, and members of his family control and have equity interests in RRE Investors, L.P.; RRE Ventures II, L.P.; RRE Ventures III-A, L.P.; and RRE Advisors, LLC. Prior to authorizing the investments as described above, Mr. Robinson's interests in the transactions were disclosed to the Board or the Executive Committee of the Board and the Board or Executive Committee unanimously approved the transactions.

In 2002, Robert Levenson, a former director and employee of the Company, received $268,387 for services he performed for the Company pursuant to the Agreement and Release between Mr. Levenson and the Company dated June 6, 2000. A copy of the Agreement and Release previously was filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000. Mr. Levenson also received a payout of $467,989 under the Company's Shareholder Value Plan for an award that was banked under the Plan at the end of the two-year performance period ended December 31, 1999 and $985,117 for the period ended December 31, 2000. The Company's Shareholder Value Plan previously was approved by shareholders.

The eONE Global business was formed in November 2000 by the Company and iFormation Group. iFormation Group is a partnership of The Boston Consulting Group, General Atlantic Partners, LLC and the Goldman Sachs Group. At the time eONE Global was formed, the Company contributed assets valued at approximately $360 million, iFormation Group contributed $120 million, and the Company and iFormation also committed approximately $100 million in cash, proportionate to their ownership levels, for future business development. The Company owns the majority of the outstanding equity in eONE Global. Henry C. Duques, James D. Robinson III, and Charles T. Russell, directors of the Company, are members of the Board of Directors of eONE Global. Garen K. Staglin, a director of the Company until his resignation on March 6, 2002, also is a director and Chief Executive Officer of eONE Global and the owner of 4,221,657 Class B Common Limited Partnership Interests in eONE Global. The Company and its subsidiaries are involved from time to time in transactions with eONE Global and its subsidiaries. The Oversight Committee of the Board of Directors reviews these transactions to confirm that procedures established by the Oversight Committee were followed. These procedures are intended to ensure that the transactions are commercially reasonable and fair to the Company.

In connection with the formation of eONE Global, the boards of directors of both the Company and eONE Global approved members of the Company's Executive Committee receiving options to purchase equity interests in eONE Global. Recognizing the potential for conflicts of interest, in March 2001 the Board of Directors of the Company established the Oversight Committee to, among other things, review transactions between eONE Global and the Company. In early 2002, First Data's executive officers who had received eONE Global options surrendered those options for no consideration in order to remove any appearance of conflict. At present, the Oversight Committee intends to continue to review certain transactions between the Company and eONE Global.

As discussed above, Garen K. Staglin was a director of the Company until his resignation on March 6, 2002. He agreed to serve as an emerging payments advisor to the Chairman and the Chief Executive Officer of the Company, without additional compensation. Mr. Staglin also is a director and Chief Executive Officer of eONE Global. During 2002, Mr. Staglin was paid a salary for his services to eONE Global at a rate of $350,000 per year which increased to $400,000 beginning March 1, 2002, a bonus of $1,249,610, and received employee benefits comparable to those received by other employees of eONE Global. Mr. Staglin's compensation was unanimously approved by the eONE Global Compensation Committee which includes a representative of iFormation Group, an equity holder of eONE Global that is unrelated to the Company. On February 1, 2001, eONE Global loaned Mr. Staglin $16,886,628 at 7.4% interest to allow Mr. Staglin to exercise his options to purchase 4,221,657 Class B Common Limited Partnership Interests ("Class B Units") of eONE Global. The Class B Units are nonvoting, restricted interests which will vest over a four-year period. The loan is secured by the Class B Units, is 50% recourse to Mr. Staglin as to principal and 100% recourse as to interest and matures upon the sale of any of the interests or ten years from the date of the note. Effective April 1, 2002, the interest rate on the note was decreased to 5.37% to reflect market interest rates. This reset of the interest rate will be performed annually each April 1st. The largest amount of principal outstanding on the loan during the year was $16,709,668 which is also the current principal balance.

Mr. Schwartz is the Chairman, Chief Executive Officer and a shareholder of less than five percent of the outstanding shares of Loral Space & Communications LTD ("Loral"). In 2002, the Company paid $158,000 to a subsidiary of Loral for satellite telecommunication services, which represented approximately 0.015% of the total revenues of Loral. The Board determined that these payments were insignificant to Loral as well as Mr. Schwartz and, therefore, did not affect his independence.