Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material Pursuant to §240.14a-12

FIRST DATA CORPORATION
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

o
 
No fee required.

ý
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    1)   Title of each class of securities to which transaction applies:
Common stock, par value $0.01 per share, of First Data Corporation ("First Data Common Stock")
    2)   Aggregate number of securities to which transaction applies:
754,896,681 shares of First Data Common Stock (including 3,690,715 shares of First Data Common Stock subject to vesting or performance awards, each of which will vest immediately prior to the consummation of the merger);
        51,234,788 shares of First Data Common Stock underlying options to purchase First Data Common Stock, with a weighted average exercise price of $21.636;
        501,467 restricted stock units representing shares of First Data Common Stock; and
        353,395.81 shares of First Data Common Stock subject to a warrant issued to JP Morgan Chase Bank on June 4, 2003 (the "Chase Warrant").
    3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which the filing fee is calculated and state how it was determined):
The filing fee was determined based upon the sum of (A) the product of 754,896,681 shares of First Data Common Stock multiplied by the merger consideration of $34.00 per share, plus (B) $633,466,918.83, the amount expected to be paid upon cancellation of outstanding options, plus (C) $17,049,878.00, the amount expected to be paid upon cancellation of restricted stock units, plus (D) $2,015,451.64, the amount expected to be paid upon the exercise of the Chase Warrant. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying 0.0000307 by the sum of the preceding sentence.
    4)   Proposed maximum aggregate value of transaction:
$26,319,019,402.48
    5)   Total fee paid:
$807,993.90

ý
 
Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
1)
 
Amount Previously Paid:
        
    2)   Form, Schedule or Registration Statement No.:
        
    3)   Filing Party:
        
    4)   Date Filed:
        

LOGO

FIRST DATA CORPORATION
6200 South Quebec Street
Greenwood Village, Colorado 80111

June 26, 2007

Dear Fellow Stockholder:

        You are cordially invited to attend a special meeting of stockholders of First Data Corporation to be held on July 31, 2007 at 10:00 a.m. (E.T.). The special meeting will take place at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

        At the special meeting, we will ask you to adopt the Agreement and Plan of Merger, dated as of April 1, 2007, among New Omaha Holdings L.P., Omaha Acquisition Corporation and First Data Corporation (we refer to this agreement as it may be amended from time to time as the merger agreement). New Omaha Holdings L.P. and Omaha Acquisition Corporation are affiliates of Kohlberg Kravis Roberts & Co. L.P. If the merger contemplated by the merger agreement is completed, each share of First Data common stock issued and outstanding immediately prior to the merger (other than shares held in First Data's treasury, shares owned by any wholly-owned subsidiary of First Data or by New Omaha Holdings L.P. or any of its wholly-owned subsidiaries and shares for which appraisal rights have been properly exercised under Delaware law) will be converted into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes, as more fully described in the accompanying proxy statement.

        The First Data board of directors, acting upon the unanimous recommendation of the strategic review committee of the board of directors, has unanimously approved the merger, the merger agreement and the other transactions contemplated by the merger agreement, and has declared the merger, the merger agreement and the other transactions contemplated by the merger agreement advisable and in the best interests of First Data Corporation and our stockholders. The First Data board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement.

        The merger agreement must be adopted by the affirmative vote of a majority of the outstanding shares of First Data common stock entitled to vote on the matter. The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement and the other transactions contemplated by the merger agreement. We encourage you to read carefully the accompanying proxy statement, including the annexes. You also may obtain more information about First Data Corporation from us or from documents we have filed with the Securities and Exchange Commission.

        Your vote is very important regardless of the number of shares of common stock that you own. If you fail to vote by proxy or in person, or fail to instruct your broker on how to vote, it will have the same effect as a vote against the proposal to adopt the merger agreement.

        Therefore, we request that you authorize your proxy by either completing, signing, dating and returning the enclosed proxy card as promptly as possible or submitting your proxy or voting instructions by telephone or Internet. The enclosed proxy card contains instructions regarding voting. If you attend the special meeting, you may continue to have your shares voted as instructed in the proxy, or you may withdraw your proxy at the special meeting and vote your shares in person.

        Thank you for your cooperation and continued support.

Very truly yours,

SIGNATURE

Henry C. Duques
Chairman and Chief Executive Officer

        This proxy statement is dated June 26, 2007 and is first being mailed to our stockholders on or about June 29, 2007.

LOGO

FIRST DATA CORPORATION
6200 South Quebec Street
Greenwood Village, Colorado 80111

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
JULY 31, 2007

        NOTICE IS HEREBY GIVEN that First Data Corporation will hold a special meeting of its stockholders on July 31, 2007 at 10:00 a.m. (E.T.), at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 for the following purposes:

        Holders of record of First Data common stock at the close of business on June 21, 2007 will be entitled to notice of, attend and to vote at the special meeting and any adjournment or postponement of the special meeting. As of the record date, there were 754,017,291 shares of First Data common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the special meeting.

        The First Data board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to approve any adjournments of the special meeting for purposes of soliciting additional proxies.

        The merger agreement must be adopted by the affirmative vote of a majority of the outstanding shares of First Data common stock that are entitled to vote on the matter. Any adjournments of the special meeting for the purpose of soliciting additional proxies must be approved by the affirmative vote of a majority of the outstanding shares of First Data common stock present in person or by proxy at the special meeting and entitled to vote on the matter. Your vote is very important regardless of the number of shares of common stock that you own. If you fail to vote by proxy or in person, or fail to instruct your broker on how to vote, it will have the same effect as a vote against the proposal to adopt the merger agreement but will have no effect on the outcome of the adjournment proposal.

        We request that you authorize your proxy by either completing and returning the enclosed proxy card as promptly as possible or submitting your proxy or voting instructions by telephone or Internet. The enclosed proxy card contains instructions regarding voting. Stockholders who do not vote "FOR" the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares if the merger is completed, but only if they submit a written demand for appraisal to First Data before the vote is taken on the merger agreement and they comply with all other requirements of Delaware law, which requirements are summarized in the accompanying proxy statement.

By Order of the Board of Directors

SIGNATURE

David R. Money
Corporate Secretary

June 26, 2007

TABLE OF CONTENTS

 
SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

THE PARTIES INVOLVED IN THE TRANSACTION

THE SPECIAL MEETING
  Date, Time and Purpose of the Special Meeting
  Record Date, Notice and Quorum
  Required Votes
  Proxies
  Revocation of Proxies
  Solicitation of Proxies
  Appraisal Rights
  Adjournments
  Postponements

PROPOSAL NO. 1: THE MERGER
  General Description of the Merger
  Background of the Merger
  Reasons for the Merger
  Recommendation of the First Data Board of Directors
  Opinions of Financial Advisors
  Projected Financial Information
  Financing
  Limited Guarantees
  Interests of Our Directors and Executive Officers in the Merger
  Regulatory Matters
  Litigation Relating to the Merger
  Accounting Treatment
  Material U.S. Federal Income Tax Consequences for U.S. Stockholders
  Delisting and Deregistration of First Data Common Stock

THE MERGER AGREEMENT
  General; The Merger
  Consideration to be Received Pursuant to the Merger; Treatment of Equity Awards
  Payment for First Data Common Stock in the Merger
  Representations and Warranties
  Agreements Relating to First Data's Interim Operations
  Solicitation Period
  No Solicitation of Competing Proposals After the Solicitation Period
  Special Meeting of First Data Stockholders; Recommendation of Our Board of Directors
  Financing Covenants
  Marketing Period
  Parent Covenants Regarding No Exclusive Arrangements
  Debt Tender Offers
  Indemnification and Insurance of First Data's Directors and Officers
  Employee Matters
  Employee Stock Purchase Plan and Deferred Compensation Plan
  Reasonable Best Efforts
  Conditions to the Merger
 

  Termination of the Merger Agreement
  Effects of Terminating the Merger Agreement
  Limited Remedies; Maximum Recovery
  Fees and Expenses
  Amendment of the Merger Agreement and Extension and Waiver
  General Provisions

APPRAISAL RIGHTS

PROPOSAL NO. 2: ADJOURNMENTS OF THE SPECIAL MEETING
  Proposal for Adjournments
  Postponements of the Special Meeting

MARKET PRICE OF FIRST DATA COMMON STOCK

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Ownership of Common Stock by Certain Beneficial Owners
  Ownership of Common Stock by Directors and Executive Officers

SUBMISSION OF STOCKHOLDER PROPOSALS

OTHER MATTERS

HOUSEHOLDING OF SPECIAL MEETING MATERIALS

WHERE YOU CAN FIND MORE INFORMATION

Annex A—Agreement and Plan of Merger, dated as of April 1, 2007, among New Omaha Holdings L.P., Omaha Acquisition Corporation and First Data Corporation

Annex B—Opinion of Evercore Group L.L.C., dated as of April 1, 2007

Annex C—Opinion of Morgan Stanley & Co. Incorporated, dated as of April 1, 2007

Annex D—Section 262 of the General Corporation Law of the State of Delaware


SUMMARY TERM SHEET

        This summary term sheet highlights only selected information from this proxy statement relating to the merger of Omaha Acquisition Corporation into First Data Corporation, which we refer to as the merger, and certain related transactions, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2007, among New Omaha Holdings L.P., Omaha Acquisition Corporation and First Data Corporation, as it may be amended from time to time, which we refer to as the merger agreement. This summary term sheet does not contain all of the information about the merger and related transactions contemplated by the merger agreement that is important to you. As a result, for a more complete description of the terms of the merger and related transactions, you should read carefully this proxy statement in its entirety, including the annexes and the other documents to which we have referred you, including the merger agreement attached as Annex A.

The Parties Involved in the Transaction (page 17)

        First Data Corporation, which we refer to as "we," "us," "our," "the company," "our company" or "First Data," is a Delaware corporation. We operate electronic commerce, payment services and customer account management businesses.

        New Omaha Holdings L.P., which we refer to as "Parent," is a Delaware limited partnership formed solely for the purpose of effecting the merger and the transactions contemplated by the merger agreement. Parent has not engaged in any business except in furtherance of this purpose and activities incident to its formation. It is currently owned by a private equity fund sponsored by Kohlberg Kravis Roberts & Co. L.P., which we refer to as "KKR."

        Omaha Acquisition Corporation, which we refer to as "Sub," is a Delaware corporation and a wholly-owned subsidiary of Parent. Sub was formed solely for the purpose of effecting the merger and the transactions contemplated by the merger agreement. Sub has not engaged in any business except in furtherance of this purpose and activities incident to its formation.

The Merger (page 70)

        Pursuant to the merger agreement, on the closing date, Sub will be merged into First Data with First Data continuing as the surviving corporation. We sometimes use the term surviving corporation in this proxy statement to refer to First Data as the surviving corporation following the merger. In the merger, each share of First Data common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held by us in treasury, shares owned by any of our wholly-owned subsidiaries or by Parent or any of its wholly-owned subsidiaries and shares for which

1


appraisal rights have been properly exercised under Delaware law) will be cancelled and converted into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes. We refer to this consideration to be received for each share of First Data common stock in the merger as the merger consideration.

The Special Meeting (page 18)

        Holders of record of First Data common stock at the close of business on June 21, 2007, which we refer to as the record date, will be entitled to receive notice of, attend and vote at the special meeting and any adjournment or postponement of the special meeting. As of the record date, there were 754,017,291 shares of First Data common stock outstanding. Each share of outstanding common stock is entitled to one vote on each matter properly brought before the special meeting. A majority of the issued and outstanding shares of First Data common stock entitled to vote at the special meeting constitutes a quorum for the purpose of considering the proposals.

        The special meeting of our stockholders will be held on July 31, 2007 at 10:00 a.m. (E.T.), at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019. At the special meeting, holders of record as of the record date of First Data common stock will be asked to vote upon proposals to (i) adopt the merger agreement, and (ii) approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to adopt the merger agreement.

        The persons named in the accompanying proxy also will have discretionary authority to vote upon other business, if any, that properly comes before the special meeting and any adjournment or postponement of the special meeting.

        The adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the matter. Failure to vote your shares of First Data common stock (including as a result of broker non-votes) and abstentions will have the same effect as voting against the proposal to adopt the merger agreement.

        In addition, the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the outstanding shares of First Data common stock present in person or by proxy at the special meeting and entitled to vote on the matter. Failure to vote your shares of First Data common stock (including as a result of broker non-votes) will have no effect on the outcome of the vote on the adjournment proposal, whereas a vote to abstain with respect to the proposal will have the same effect as a vote against the proposal to approve any adjournments of the special meeting to solicit additional proxies.

        As of the record date, our directors and executive officers owned and are entitled to vote an aggregate of approximately 5,198,487 shares of First Data common stock, entitling them to exercise less than 1% of the voting power of First Data common stock entitled to vote at the special meeting. Our directors and executive officers have informed us that they intend to vote the shares of First Data common stock that they own "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to adopt the merger agreement.

2


Recommendation of the Strategic Review Committee

        The strategic review committee of the board of directors, which is comprised of three of the board's independent directors, unanimously recommended to the First Data board of directors that it approve the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Recommendation of the First Data Board of Directors (page 35)

        The First Data board of directors unanimously:

Opinions of Financial Advisors (page 36)

        Evercore was retained to provide financial advisory services to the strategic review committee in connection with the strategic review committee's evaluation of strategic and financial alternatives available to First Data. On April 1, 2007, Evercore delivered its oral opinion to the strategic review committee and to the First Data board of directors, which opinion was subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the factors, limitations and assumptions set forth in its opinion, the merger consideration to be received by the holders of First Data common stock (other than affiliates of or holders of beneficial interests in Parent, to the extent they also are holders of First Data common stock) was fair, from a financial point of view, to such holders of First Data common stock.

        The full text of the written opinion of Evercore, dated April 1, 2007, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is contained in Annex B to this proxy statement. We urge you to read the opinion in its entirety.

        First Data retained Morgan Stanley to provide it with financial advisory services in connection with a possible sale, merger or other strategic business combination involving First Data, or a recapitalization or restructuring of First Data. At the meeting of the First Data board of directors on April 1, 2007, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of April 1, 2007, and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the consideration to be received by the holders of shares of First Data common stock (other than shares held by us in treasury, shares owned by any of our wholly-owned subsidiaries or by Parent or any of its wholly-owned subsidiaries) pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Morgan Stanley, dated as of April 1, 2007, is attached to this proxy statement as Annex C. The opinion sets forth, among other things, the assumptions made,

3


procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. We urge you to read the opinion in its entirety.

        Evercore's opinion and its presentation to the strategic review committee and the board of directors of First Data, and Morgan Stanley's opinion and its presentation to the board of directors of First Data were two of many factors taken into consideration by the strategic review committee in making its recommendation to the First Data board of directors, and by the First Data board of directors in deciding to approve the merger agreement. Consequently, the analyses as described below, and the other views and analysis of Evercore and Morgan Stanley referenced throughout this proxy statement, should not be viewed as determinative of the opinion of the First Data board of directors or the strategic review committee with respect to the consideration to be received by holders of First Data common stock pursuant to the merger agreement or of whether the strategic review committee or the First Data board or directors would have been willing to agree to different consideration.

Financing (page 57)

        Parent has informed us that it estimates that the total amount of funds necessary to complete the merger and the related transactions is approximately $29 billion, which includes approximately $26.1 billion to be paid to First Data's stockholders and holders of other equity-based interests in First Data, with the remaining funds being used to refinance certain existing indebtedness and to pay customary fees and expenses in connection with the proposed merger, the financing arrangements and the related transactions. The following arrangements are intended to provide the necessary financing for the merger and related transactions.

        Parent has received equity commitment letters, each dated as of April 1, 2007, from KKR 2006 Fund L.P., Citigroup Global Markets Inc., Citigroup Capital Partners II 2007, Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., CGI CPE LLC, Credit Suisse Management LLC, Deutsche Bank Investment Partners, Inc., HSBC Bank plc, LB I Group Inc., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P. and GMI Investments, Inc. pursuant to which such entities have agreed to contribute $7.171 billion in the aggregate to Parent immediately prior to the closing of the merger.

        Sub has received a debt commitment letter, dated as of April 1, 2007, from Citigroup Global Markets Inc., Credit Suisse, Credit Suisse Securities (USA) LLC, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, HSBC Securities (USA) Inc., Lehman Commercial Paper Inc. and/or Lehman Brothers Commercial Bank or an affiliate of either thereof, Lehman Brothers Inc., Goldman Sachs Credit Partners L.P. and Merrill Lynch Capital Corporation to provide (i) up to $16 billion of senior secured credit facilities, (ii) up to $5.5 billion of senior unsecured increasing rate loans under a bridge facility if up to $5.5 billion of senior unsecured notes are not issued on or prior to the initial funding of the senior secured credit facilities and (iii) up to $2.5 billion of senior subordinated increasing rate loans under a bridge facility if up to $2.5 billion of senior subordinated notes are not issued on or prior to the initial funding of the senior secured credit facilities.

4

Treatment of Common Stock, Stock Options, Restricted Stock Units and Restricted Stock (page 70)

        The merger agreement provides that, at the effective time of the merger, each share of First Data common stock outstanding immediately prior to the effective time of the merger (other than shares held in our treasury, shares owned by any of our wholly-owned subsidiaries or by Parent or any of its wholly-owned subsidiaries and shares for which appraisal rights have been properly exercised under Delaware law) will be cancelled and converted into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes.

        The merger agreement provides that each option to acquire First Data common stock and each restricted stock unit representing First Data common stock, which is outstanding at the effective time of the merger, whether or not exercisable, will, unless otherwise agreed between Parent and the holder of such stock option or restricted stock unit, be cancelled in exchange for a cash payment (less any applicable tax withholdings) equal to the product of:

        Each share of First Data common stock that is subject to vesting or other risks of forfeiture pursuant to awards under certain First Data stock incentive plans will vest immediately prior to the consummation of the merger, and will be considered outstanding for all purposes of the merger agreement, including, if applicable, the right to receive the merger consideration of $34.00 per share.

Interests of Our Directors and Executive Officers in the Merger (page 61)

        Certain directors and executive officers of First Data have interests in the transaction that are different from, or are in addition to, your interests as a stockholder, including the following:

5

Solicitation of Transactions (page 76)

        The merger agreement contains a "go-shop" provision pursuant to which we were entitled to solicit, discuss and negotiate alternative takeover proposals for 50 days following the signing of the merger agreement. The 50-day go-shop period ended on May 22, 2007. We did not receive any takeover proposals during the go-shop period. For the period following the go-shop period, the merger agreement restricts our ability to solicit or engage in discussions or negotiations with third parties regarding specified transactions involving our company or our subsidiaries. Notwithstanding the restrictions following the go-shop period, under certain circumstances and subject to certain conditions, the First Data board of directors may respond to written takeover proposals and/or terminate the merger agreement in order to enter into an agreement with respect to a superior proposal.

Conditions to the Merger (page 83)

        Conditions to Each Party's Objections.    Each party's obligation to complete the merger is subject to the satisfaction or waiver of the following conditions:

        Conditions to Parent's and Sub's Obligations.    The obligation of Parent and Sub to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

6

        Conditions to First Data's Obligations.    The obligation of First Data to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

Termination of the Merger Agreement (page 85)

        The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger as follows:

7

8

Termination Fee and Expenses (page 86)

        Under certain circumstances, we have agreed to pay Parent a termination fee which will be (i) $250 million if the fee becomes payable in connection with a takeover proposal from an excluded party or (ii) $700 million in all other circumstances. Because we did not receive any takeover proposals during the go-shop period and there are no excluded parties, any termination fee payable by us would be in the amount of $700 million. We also have agreed to pay Parent's expenses up to $40 million under certain circumstances. We will:

        Parent has agreed:

9

Limited Guarantees (page 61)

        In connection with the merger agreement, each of KKR 2006 Fund L.P., CGI CPE LLC, GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Offshore Fund, L.P. has irrevocably and unconditionally guaranteed a portion of the payment obligations of Parent and Sub under certain provisions of the merger agreement. The amount of these guarantees is $700 million in the aggregate (the amount of the termination fee that Parent or Sub may be required to pay under the merger agreement under certain circumstances).

Limited Remedies; Maximum Recovery (page 88)

        If the merger agreement is terminated and a termination fee or Parent's expenses become payable by us, the termination fee or expenses is Parent's and Sub's exclusive remedy against us for any loss suffered as a result of the failure of the merger to be consummated. In addition, Parent and Sub can seek specific performance against us if the merger agreement has not been terminated.

        If the merger agreement is terminated and a termination fee or our expenses become payable by Parent or Sub, the termination fee or expenses is our exclusive remedy against Parent for any loss suffered as a result of the failure of the merger to be consummated. In addition, we cannot seek specific performance against Parent or Sub, except with respect to Parent's obligation as the sole stockholder of Sub to adopt the merger agreement, the confidentiality provisions and the provisions of the merger agreement prohibiting Parent and its equity financing sources from having exclusive arrangements with financing sources or our customers or strategic partners. In all circumstances, Parent's and Sub's maximum liability under the merger agreement is capped at $700 million.

Regulatory Matters (page 66)

        The obligation of the parties to consummate the merger is subject to the receipt of certain regulatory approvals under applicable law, including (i) the expiration or termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and under the antitrust and anticompetition statutes of Canada, (ii) European Union competition approvals, if applicable, (iii) certain consents and other approvals required to be obtained prior to the effective time of the merger in order to effect the disposition or liquidation of First Financial Bank, (iv) consents and other approvals in connection with the acquisition by Parent as a result of the merger of the First Data Loan Company, Canada, which we refer to as the Canadian Loan Company, or, under specified circumstances, the liquidation or disposition of the Canadian Loan Company, (v) foreign competition approvals in specified jurisdictions and (vi) all other notices, reports, filings and approvals required to be made or obtained prior to the effective time of the merger by First Data or Parent or any of their respective subsidiaries with any governmental entity in connection with the execution and delivery of the merger agreement and the consummation of the transactions contemplated by the merger agreement that, if not made or obtained would, individually or in the aggregate, reasonably be expected to have a material adverse effect on First Data and would not subject any person to risk of criminal liability.

        On April 27, 2007, the waiting period under Hart-Scott-Rodino was terminated. On May 9, 2007, the waiting period under the antitrust and anticompetition statutes of Canada was terminated. On June 4, 2007, the parties received European Commission competition approval.

10


Appraisal Rights (page 89)

        Under Delaware law, if you do not vote in favor of adopting the merger agreement, you will have the right to have the "fair value" of your shares of First Data common stock determined by the Court of Chancery of the State of Delaware and to receive payment based on that valuation in lieu of receiving the merger consideration, but only if you comply with all requirements of Delaware law, which are summarized in this proxy statement. The ultimate amount that you receive as a dissenting stockholder in an appraisal proceeding may be more than, less than, or the same as, the amount you would have received under the merger agreement. If you intend to exercise appraisal rights, among other things, you must:

        If you vote for the proposal to adopt the merger agreement, you will waive your rights to seek appraisal of your shares of First Data common stock under Delaware law. Also, merely voting against or abstaining with respect to the proposal to adopt the merger agreement will not protect your rights to an appraisal. Failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights. Delaware law requirements for exercising appraisal rights are described in further detail in this proxy statement and the relevant section of Delaware law regarding appraisal rights is reproduced and attached as Annex D to this proxy statement.

Material U.S. Federal Income Tax Consequences for U.S. Stockholders (page 68)

        Generally, merger consideration paid to our stockholders will be taxable to our stockholders for U.S. federal income tax purposes. A holder of First Data common stock receiving cash in the merger generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash received and the holder's adjusted tax basis in the First Data common stock surrendered. Any such gain or loss generally will be capital gain or loss if the First Data common stock is held as a capital asset at the effective time of the merger. Any capital gain or loss will be taxed as long-term capital gain or loss if the holder has held the First Data common stock for more than one year prior to the effective time of the merger. If the holder has held the First Data common stock for one year or less prior to the effective time of the merger, any capital gain or loss will be taxed as short-term capital gain or loss. Currently, long-term capital gain for non-corporate taxpayers is taxed at a maximum federal tax rate of 15%. The deductibility of capital losses is subject to certain limitations. Each holder of First Data common stock should consult the holder's tax advisors as to the particular tax consequences of the merger to such holder.

Delisting and Deregistration of Our Common Stock (page 69)

        If the merger is completed, shares of First Data common stock will no longer be traded on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.

Market Price of First Data common stock (page 94)

        Our shares of common stock are traded on the New York Stock Exchange under the ticker symbol "FDC." On March 30, 2007, the last trading day prior to the date of the public announcement of the merger agreement, the closing price of our common stock on the New York Stock Exchange was $26.90 per share. On June 25, the last trading day prior to the date of this proxy statement, the closing price of our common stock on the New York Stock Exchange was $31.88 per share. You are encouraged to obtain current market quotations for shares of First Data common stock.

11


QUESTIONS AND ANSWERS ABOUT THE
SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, as well as the additional documents to which it refers or which it incorporates by reference, including the merger agreement, a copy of which is attached to this proxy statement as Annex A.

Q:
When do you expect the merger to be completed?

A:
We are working toward completing the merger as quickly as possible. If our stockholders adopt the merger agreement, and assuming that the other conditions to the merger are satisfied or waived, we believe that the merger will become effective near the end of the third quarter.

Q:
Who can vote and attend the special meeting?

A:
Holders of record of outstanding shares of First Data common stock as of the close of business on June 21, 2007, the record date for the special meeting, are entitled to receive notice of, attend and to vote at the special meeting and any adjournment or postponement of the special meeting. Each share of First Data common stock is entitled to one vote on each matter properly brought before the special meeting.

Q:
What vote of our stockholders is required to adopt the merger agreement or to approve an adjournment of the special meeting?

A:
The affirmative vote of a majority of the outstanding shares of First Data common stock entitled to vote is required to adopt the merger agreement. Approval of any adjournments of the special meeting to solicit additional proxies requires the affirmative vote of a majority of the outstanding shares of First Data common stock present in person or by proxy at the special meeting and entitled to vote on the matter.
Q:
What will happen if I abstain from voting or fail to vote?

A:
With respect to the proposal to adopt the merger agreement, if you abstain from voting on the proposal, fail to cast your vote in person or by proxy or if you hold your shares in "street name" and fail to give voting instructions to the record holder of your shares, it will have the same effect as a vote against the proposal to adopt the merger agreement.
Q:
How does the First Data board of directors recommend that I vote?

A:
The First Data board of directors unanimously recommends that our stockholders vote "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to approve any adjournments of

12

Q:
How do I cast my vote?

A:
If you are a holder of record of First Data common stock on the record date, you may vote in person at the special meeting or authorize a proxy for the special meeting. You can authorize your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for telephonic or Internet proxy authorization.

Q:
How do I cast my vote if my shares of common stock are held of record in "street name"?

A:
If you hold your shares of common stock in "street name" through a broker, bank or other nominee, your broker, bank or nominee will not vote your shares unless you provide instructions on how to vote. You must obtain a voting instruction card from the broker, bank or other nominee that is the record holder of your shares and provide your broker, bank or other nominee with instructions on how to vote your shares, in accordance with the voting directions provided by your broker, bank or nominee. The inability of your broker, bank or other nominee to vote your shares, often referred to as a "broker non-vote," will have the same effect as a vote against the proposal to adopt the merger agreement and will have no effect on the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies. If your shares are held in "street name," please refer to the voting instruction card used by your broker, bank or other nominee, or contact them directly, to see if you may submit voting instructions using the Internet or telephone.

Q:
How will proxy holders vote my shares of common stock?

A:
If you properly authorize a proxy prior to the special meeting, your shares of common stock will be voted as you direct. If you authorize a proxy but no direction is otherwise made, your shares of common stock will be voted "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies. The proxy holders will vote in their discretion upon such other matters as may properly come before the special meeting or any adjournment or postponement of the special meeting.

Q:
What happens if I sell my shares of common stock before the special meeting?

A:
If you held your shares of common stock on the record date but transfer them prior to the effective time of the merger, you will retain your right to vote at the special meeting, but not the right to receive the merger consideration for the shares. The right to receive such consideration when the merger becomes effective will pass to the person who owns the shares you previously owned.

Q:
Can I change my vote after I have mailed my proxy card?

A:
Yes. If you own shares of common stock as a record holder on the record date, you may revoke a previously authorized proxy at any time prior to its exercise by delivering a properly executed, later-dated proxy card, by authorizing your proxy by telephone or Internet at a later date than your previously authorized proxy, by filing a written revocation of your proxy with our Corporate Secretary or by voting in person at the special meeting. Attendance at the meeting will not, in itself, constitute revocation of a previously authorized proxy. If you own shares of common stock in

13

Q:
Should I send in my certificates representing shares of common stock now?

A:
No. Shortly after the merger is completed, you will receive a letter of transmittal with instructions informing you how to send your share certificates to the paying agent in order to receive the merger consideration. You should use the letter of transmittal to exchange shares of common stock for the merger consideration to which you are entitled as a result of the merger. DO NOT SEND ANY SHARES WITH YOUR PROXY.

Q:
What rights do I have if I oppose the merger?

A:
Under Section 262 of the Delaware General Corporation Law, which we refer to as the DGCL, our stockholders are entitled to appraisal rights with respect to the proposed merger. Any First Data stockholder who does not wish to accept the consideration provided in the merger agreement and who does not vote for the proposal to adopt the merger agreement has the right to demand appraisal of, and to be paid the fair value of the holder's shares of First Data common stock. See "Appraisal Rights" beginning on page 89 for a description of how First Data stockholders may perfect appraisal rights. In addition, a copy of Section 262 of the DGCL is attached to this proxy statement as Annex D.

Q:
What will happen to the common stock that I currently own after completion of the merger?

A:
Following the completion of the merger, your shares of common stock will be cancelled and will represent only the right to receive your portion of the merger consideration. Trading in First Data common stock on the New York Stock Exchange will cease and price quotations for First Data common stock will no longer be available.

Q:
What happens if the merger is not completed?

A:
If the merger agreement is not adopted by First Data's stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares in connection with the merger. Instead, First Data will remain a public company and First Data common stock will continue to be listed and traded on the New York Stock Exchange. Under specified circumstances, First Data or Parent may be required to pay the other a termination fee or reimburse the other for its out-of-pocket expenses as described under "The Merger Agreement—Effects of Terminating the Merger Agreement."

Q:
Have any stockholders already agreed to approve the merger?

A:
We are not aware of any agreements between Parent or other affiliates of KKR and any of our stockholders in which a stockholder has agreed to vote for the proposal to adopt the merger agreement.

Q:
Where can I find more information about the company?

A:
We file certain information with the SEC. You may read and copy this information at the Securities and Exchange Commission's, which we refer to as the SEC, public reference facilities. You may call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available on the SEC's website at www.sec.gov and on our website at www.firstdata.com. Information contained on our website is not part of, or incorporated in, this proxy statement. You can also request copies of these documents from us. See "Where You Can Find More Information" on page 97.

14

Q:
Who will solicit and pay the cost of soliciting proxies?

A:
We will bear the cost of soliciting proxies for the special meeting. The First Data board of directors is soliciting your proxy on our behalf. Our directors, officers and employees may solicit proxies by telephone and facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. We have retained Morrow & Co. Inc. to assist us in the solicitation of proxies, and will pay approximately $12,500, plus reimbursement of out-of-pocket expenses, to Morrow & Co. Inc. for its services. We also will request that banking institutions, brokerage firms, custodians, trustees, nominees, fiduciaries and other like parties forward the solicitation materials to the beneficial owners of common stock held of record by such person, and we will, upon request of such record holders, reimburse forwarding charges and out-of-pocket expenses.

Q:
Who can help answer my other questions?

A:
If you have more questions about the special meeting or the merger, you should contact our proxy solicitation agent, Morrow & Co. Inc., as follows:

        If you hold your shares through a broker, bank or other nominee, you also should call your broker, bank or other nominee for additional information.

15


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Information both included and incorporated by reference in this proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on various assumptions and describe our future plans, strategies, and expectations, are generally identified by our use of words such as "intend," "plan," "may," "should," "will," "project," "estimate," "anticipate," "believe," "expect," "continue," "potential," "opportunity," and similar expressions, whether in the negative or affirmative. We cannot guarantee that we will achieve these plans, intentions or expectations, including completing the merger on the terms summarized in this proxy statement. All statements regarding our expected financial position, business and financing plans are forward-looking statements.

        Except for historical information, matters discussed in this proxy statement are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These risks and other factors include, but are not limited to:

        All forward-looking statements included in this proxy statement speak only as of the date of this proxy statement and all forward-looking statements incorporated by reference into this proxy statement speak only as of the date of the document in which they were included. We expressly disclaim any obligation to release publicly any revisions or updates to any forward-looking statements, except to the extent required by law. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section.

        All information contained in this proxy statement concerning KKR, Parent, Sub and their affiliates or the financing arrangements related to the merger has been supplied by KKR, Parent and Sub or their affiliates and has not been independently verified by us.

16


THE PARTIES INVOLVED IN THE TRANSACTION

        We were established in 1992 through an initial public offering in connection with a spin-off from American Express. We operate electronic commerce, payment services and customer account management businesses. We operate in several business segments, including First Data Commercial Services, First Data Financial Institution Services, First Data International, Integrated Payment Systems and All Other and Corporate. We have domestic and international operations and regional or country offices where sales, customer service and/or administrative personnel are based.

        New Omaha Holdings L.P., or Parent, is a Delaware limited partnership formed solely for the purpose of effecting the merger and the transactions contemplated by the merger agreement. Parent has not engaged in any business except in furtherance of this purpose and activities incident to its formation. It is currently owned by a private equity fund sponsored by KKR.

        Omaha Acquisition Corporation, or Sub, is a Delaware corporation and a wholly-owned subsidiary of Parent. Sub was formed solely for the purpose of effecting the merger and the transactions contemplated by the merger agreement. Sub has not engaged in any business except in furtherance of this purpose and activities incident to its formation.

17


THE SPECIAL MEETING

Date, Time and Purpose of the Special Meeting

        This proxy statement is being furnished to our stockholders in connection with the solicitation of proxies from our stockholders by the First Data board of directors to be exercised at a special meeting to be held on July 31, 2007 at 10:00 a.m., (E.T.). The special meeting will take place at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

        The special meeting is being held for the following purposes:


Record Date, Notice and Quorum

        All holders of record of outstanding shares of First Data common stock as of the record date, which was the close of business on June 21, 2007, are entitled to receive notice of, attend and vote at the special meeting or any postponements or adjournments of the special meeting. On the record date, there were 754,017,291 shares of First Data common stock outstanding.

        A quorum is necessary to hold the special meeting. The holders of a majority of First Data common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. If a quorum is not present or represented at the special meeting, the meeting may be adjourned by the affirmative vote of a majority of the outstanding shares of First Data Common stock entitled to vote at the special meeting and present in person or by proxy until a quorum shall be present or represented. Abstentions and properly executed broker non-votes will be counted in determining the presence of a quorum. A broker non-vote results as to a particular matter when a broker, bank or other nominee that is the record holder of shares properly executes and returns a proxy without specific voting instructions from the beneficial owner. Under the rules of the New York Stock Exchange, brokers, banks and other nominees are precluded from exercising their voting discretion with respect to the approval of non-routine matters, such as the adoption of the merger agreement.


Required Votes

        Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the matter. Each share of common stock is entitled to one vote on each matter presented at the special meeting. Failure to vote your shares of common stock (including as a result of broker non-votes) and abstentions with respect to the proposal to adopt the

18


merger agreement will have the same effect as voting against the proposal to adopt the merger agreement.

        In addition, the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the outstanding shares of First Data common stock present in person or by proxy at the special meeting and entitled to vote on the matter. For the purpose of this proposal, if any holder of First Data common stock fails to cast a vote, in person or by proxy, such failure will not have any effect on the outcome of this proposal. Broker non-votes are not considered votes cast and therefore will have no effect on the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies. Abstention will have the effect of a vote against the proposal to adjourn the special meeting for the purpose of soliciting additional proxies.

        As of the record date, our directors and executive officers owned and are entitled to vote an aggregate of approximately 5,198,487 shares of common stock, entitling them to exercise less than 1% of the voting power of First Data common stock entitled to vote at the special meeting. Our directors and executive officers have informed us that they intend to vote the shares that they own "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies.

        If you authorize a proxy, your shares will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your shares will be voted "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies.

        We do not expect that any matters other than the proposal to adopt the merger agreement and, if necessary, the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies will be brought before the special meeting. If, however, such a matter is properly presented at the special meeting or any adjournments or postponements of the special meeting, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion.

        Votes will be counted by the inspector of elections for the special meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.


Proxies

        In order for your shares of common stock to be included in the vote, if you are a stockholder of record, you must either have your common stock voted by returning the enclosed proxy card or by authorizing your proxy or voting instructions by telephone or Internet or voting in person at the special meeting.

        Record holders may vote or cause their shares of common stock to be voted by proxy using one of the following methods:


        Regardless of whether you plan to attend the special meeting, we request that you authorize a proxy for your shares of common stock as described above as promptly as possible. If you own shares of common stock through a broker, bank or other nominee (i.e., in "street name"), you must obtain a voting instruction card from the broker, bank or other nominee and provide your broker, bank or other nominee with instructions on how to vote your shares in accordance with the instructions on the voting

19

instruction card that your broker, bank or other nominee provides to you. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your shares of common stock.

        If you own shares of First Data common stock as a participant in the First Data Corporation Incentive Savings Plan, or ISP, or the Employee Stock Purchase Plan, or ESPP, you will receive only one proxy card for all of your shares of First Data common stock beneficially held for you in such plans. By voting your proxy in accordance with the voting instructions, you will have voted all of your shares held in the ISP and the ESPP. If you own shares of First Data common stock outside of these plans, you will receive separate proxy materials which you should complete in accordance with the instructions provided with those materials.

        By completing the voting authorization for shares of First Data common stock you own through the ISP, you instruct the trustee under the ISP to vote, in person or by proxy, all shares of First Data common stock allocated to your account under the ISP at the First Data special meeting, and at any postponement or adjournment of the meeting, in the manner specified on the proxy card. The trustee will vote the ISP shares represented by the voting authorization if properly completed and signed by you and received back by 12:00 pm (C.T.) on July 29, 2007. The ISP Trust Agreement instructs the trustee to vote shares of First Data common stock allocated to your ISP account for which the trustee has not received instructions from you in the same proportion on each issue as it votes those shares credited to participants' accounts for which the trustee has received instructions from participants.

        By completing the voting authorization for ESPP shares, you appoint Henry C. Duques and David R. Money, as proxies, each with the power to appoint his substitute, and authorize them to represent and to vote, as designated, all the shares of First Data common stock beneficially held by you in the ESPP or as restricted stock on June 21, 2007, at the special meeting, and at any adjournment or postponement of the meeting, in the manner specified on the proxy card. With respect to ESPP shares, the proxy, when properly executed, will be voted as directed by you. If no direction is given, the proxy will be voted "FOR" the proposal to adopt the merger agreement and "FOR" the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies. Henry C. Duques and David R. Money also are authorized to vote upon such other matters as may properly come before the meeting, including any adjournment of the special meeting for any reason other than to solicit additional proxies.


Revocation of Proxies

        If you are a stockholder of record, you may revoke your proxy at any time before the proxy is voted at the special meeting, in any of three ways:

        Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy.

        If you own shares of common stock in "street name," you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee or other party that is the registered owner of the shares.

20



Solicitation of Proxies

        We will pay the costs of soliciting proxies for the special meeting. Our directors, officers and employees may solicit proxies by telephone and facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. We also will request that individuals and entities holding First Data common stock in their names, or in the names of their nominees, that are beneficially owned by others, send proxy materials to and obtain proxies from those beneficial owners, and, upon request, will reimburse those holders for their reasonable expenses in performing those services. We have retained Morrow & Co. Inc. to assist us in the solicitation of proxies, and will pay fees of approximately $12,500, plus reimbursement of out-of-pocket expenses, to Morrow & Co. Inc. for their services. Our arrangement with Morrow & Co. Inc. includes provisions obligating us to indemnify it for certain liabilities that could arise in connection with its solicitation of proxies on our behalf.


Appraisal Rights

        Under Delaware law, if you do not vote in favor of adopting the merger agreement, you will have the right to have the "fair value" of your shares of First Data common stock determined by the Court of Chancery of the State of Delaware and to receive payment based on that valuation in lieu of receiving the merger consideration, but only if you comply with all requirements of Delaware law, which are summarized in this proxy statement. The ultimate amount that you receive as a dissenting stockholder in an appraisal proceeding may be more than, less than, or the same as, the amount you would have received under the merger agreement. If you intend to exercise appraisal rights, among other things, you must:


        If you vote for the proposal to adopt the merger agreement, you will waive your rights to seek appraisal of your shares of First Data common stock under Delaware law. Also, merely voting against or abstaining with respect to the proposal to adopt the merger agreement will not protect your rights to an appraisal. Failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights. Delaware law requirements for exercising appraisal rights are described in further detail in this proxy statement and the relevant section of Delaware law regarding appraisal rights is reproduced and attached as Annex D to this proxy statement.


Adjournments

        Although it is not currently expected, the special meeting may be adjourned for any reason. Adjournment of the special meeting to solicit additional proxies requires the affirmative vote of a majority of the outstanding shares of First Data common stock present in person or by proxy at the special meeting and entitled to vote on the proposal. Adjournment of the special meeting if a quorum is not present requires the affirmative vote of a majority of the outstanding shares of First Data common stock present in person or by proxy at the special meeting and entitled to vote. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to their exercise.


Postponements

        At any time prior to convening the special meeting, we may postpone the special meeting for any reason without the approval of our stockholders. Although it is not currently expected, we may postpone the special meeting for the purpose of soliciting additional proxies if we conclude that by the meeting date it is reasonably likely that we will not have received sufficient proxies to constitute a quorum or sufficient votes for the proposal to adopt the merger agreement. Similar to adjournments, any postponement of the special meeting for the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use.

21


PROPOSAL NO. 1: THE MERGER

General Description of the Merger

        Under the terms of the merger agreement, Sub will merge with and into First Data, with First Data continuing as the surviving corporation. Following the effective time of the merger, the current stockholders of First Data will generally not be stockholders of the surviving corporation.


Background of the Merger

        First Data's board of directors and management regularly review and evaluate First Data's business and operations with the goal of enhancing stockholder value.

        In late November or early December of 2006, Mr. Henry Kravis, a founding member of KKR, asked Mr. James Robinson III, a director of First Data, whether First Data would be interested in discussing the possibility of an acquisition of First Data at a price per share between $30.00 and $32.00. Mr. Kravis chose to approach Mr. Robinson rather than another member of the First Data board of directors because Mr. Kravis knew Mr. Robinson through prior business dealings. Mr. Robinson told Mr. Kravis that he would discuss the matter with Mr. Henry C. Duques, Chairman and Chief Executive Officer of First Data.

        During the December 6, 2006 meeting of the First Data board of directors, the board was informed of Mr. Kravis' inquiry. The First Data board of directors discussed the matter and authorized Mr. Robinson to contact Mr. Kravis to set up a meeting in January, following the completion of certain year-end matters, to discuss KKR's inquiry. Mr. Robinson was selected to arrange the meeting because he was the person contacted by Mr. Kravis.

        On January 12, 2007, representatives of KKR met with Messrs. Duques and Robinson. At the meeting, KKR representatives indicated that KKR was interested in exploring a possible acquisition of First Data at a price per share of First Data common stock between $30.00 and $32.00 in cash. The KKR representatives provided Messrs. Duques and Robinson with written materials discussing KKR and its interest in First Data.

        During the period from January 13, 2007 to January 16, 2007, Mr. Duques reported on the discussions with KKR to Mr. Courtney F. Jones (who, together with Messrs. Duques and Robinson, are the three members of the executive committee of the First Data board of directors) and Mr. Arthur F. Weinbach, another member of the First Data board of directors.

        On January 17, 2007, Mr. Duques spoke with a representative of KKR. Based on his interest in exploring a possible transaction at $33.00 per share and his preliminary discussions with Messrs. Jones, Robinson and Weinbach, Mr. Duques informed the KKR representative that, if KKR was prepared to pursue a transaction at a price per share of First Data common stock of $33.00, he believed there would likely be interest by the board in exploring the possibility of a transaction. The KKR representative responded that he would discuss the matter with his colleagues at KKR and thereafter give Mr. Duques a response.

        On January 22, 2007, a representative of KKR contacted Mr. Duques and indicated KKR was prepared to pursue an acquisition of First Data at a price per share of First Data common stock in the range of $32.00 to $33.00.

        On January 23, 2007, the First Data board of directors held a meeting to discuss the proposal from KKR. Sidley Austin LLP, counsel to First Data, participated in the meeting. The First Data board of directors determined to evaluate the proposal from KKR as well as other possible strategic alternatives available to First Data. The board determined that First Data should retain one or more financial advisors to assist the board of directors in that process.

22


        On January 23, 2007, Mr. Duques contacted Morgan Stanley to request its assistance in evaluating strategic alternatives available to First Data.

        On January 30, 2007, the First Data board of directors held a meeting to discuss the KKR proposal and other strategic alternatives available to First Data. Also participating in the meeting were representatives of Morgan Stanley and Sidley Austin. Morgan Stanley discussed its preliminary views of the strategic alternatives available to First Data. The First Data board of directors, with the goal of maximizing stockholder value, authorized management and Morgan Stanley to (i) identify an appropriate process that might be followed to evaluate further the proposal from KKR and (ii) analyze further the strategic alternatives available to First Data.

        On January 31, 2007, at the direction of the First Data board of directors, Mr. Duques discussed KKR's proposal with KKR representatives. Mr. Duques indicated that First Data wanted to understand what information KKR needed First Data to provide, and what other steps KKR needed to take, to confirm its interest in pursuing an acquisition of First Data. Mr. Duques also indicated that First Data wanted to understand the principal financial assumptions that formed the basis for KKR's willingness to pursue an acquisition of First Data at the price range previously indicated. It was agreed that Mr. Duques and representatives of KKR would meet on February 5, 2007 to discuss these matters further.

        On February 5, 2007, Mr. Duques met with representatives of KKR. They reaffirmed KKR's interest in pursuing an acquisition of First Data in the previously indicated price range. They provided Mr. Duques with written materials describing their proposed timeline and process for exploring a possible transaction as well as KKR's financial projections for First Data and the principal assumptions underlying those projections.

        From February 5, 2007 through February 11, 2007, senior management of First Data and Morgan Stanley reviewed the projections and underlying assumptions that KKR had provided. They identified certain issues in the projections and assumptions that KKR had provided, which they believed could cause KKR to reconsider its interest in pursuing a transaction in the price range previously discussed.

        On February 12, 2007, Mr. Duques informed a representative of KKR of management's and Morgan Stanley's analysis of KKR's projections and asked that KKR consider whether the issues identified by management and Morgan Stanley in the KKR projections and assumptions for First Data altered KKR's willingness to pursue a potential transaction in the price range previously indicated. Mr. Duques indicated that, if KKR reconfirmed its interest in such price range following an analysis of those issues, the First Data board of directors would meet to consider whether to continue to engage in discussions with KKR regarding a potential transaction.

        On February 15, 2007, in a telephone conversation with Mr. Duques, a KKR representative reconfirmed to First Data its interest in pursuing a potential transaction within the previously indicated price range. KKR furnished to Mr. Duques written materials similar to those that KKR had supplied on February 5.

        On February 16, 2007, the First Data board of directors held a meeting to discuss KKR's proposal. The First Data board of directors determined to permit KKR to conduct limited due diligence regarding First Data. The independent directors of the board also determined to retain separate counsel in connection with their consideration of KKR's proposal. We refer to the directors other than Messrs. Duques, Robinson and David A. Coulter as the "independent directors." Messrs. Duques and Robinson are not considered independent directors under the rules of the NYSE, and Mr. Coulter is affiliated with Warburg Pincus, a large private equity firm.

        On February 19, 2007, the independent directors retained Sullivan & Cromwell LLP as their counsel.

23


        Also on February 19, First Data and KKR entered into a confidentiality agreement. The confidentiality agreement obligated KKR to, among other things:

        On February 21, 2007, the First Data board of directors held a meeting at which representatives of Sullivan & Cromwell, Sidley Austin and Morgan Stanley were also present. Among other things, the First Data board of directors considered KKR's proposal. Mr. Duques confirmed to the board that he did not anticipate having any management or other role with First Data following any such transaction. The First Data board of directors was also informed of the inquiries received by First Data from certain other private equity firms regarding a possible transaction with First Data. Among these private equity firms were a firm which we refer to as "bidder A" and a firm which we refer to as "bidder B." The directors discussed the possible benefits of forming a strategic review committee to consider the KKR proposal and other possible strategic alternatives available to First Data, evaluate those alternatives and make a recommendation with respect to such alternatives to the First Data board of directors. The board also discussed the possibility of retaining a second financial advisor. Morgan Stanley made a presentation to the directors regarding KKR's proposal and other strategic alternatives available to First Data, including a leveraged buyout, a strategic sale of First Data, a substantial acquisition by First Data, a leveraged recapitalization and continuing to execute on First Data's business plan. At this meeting and in a number of other meetings, the independent directors met in executive session.

        On February 22, 2007, members of management of First Data and representatives of Morgan Stanley, KKR and Simpson Thacher & Bartlett LLP, counsel to KKR, discussed the extent of the due diligence information regarding First Data that would be made available to KKR and its advisors at that time.

        Also on February 22, 2007, at the direction of First Data, Morgan Stanley informed KKR that, KKR should provide First Data with an updated proposal (including a specific price at which KKR would be willing to pursue a transaction) before the next board meeting, scheduled for March 7, 2007.

        Beginning on February 22, 2007, First Data made available to KKR and its advisors various financial, legal and other information, including the projections described under "—Projected Financial Information—First Data–Prepared Projected Financial Information." From February 22, 2007 through execution of the merger agreement, KKR and its advisors conducted due diligence regarding First Data. The diligence materials made available on February 22 did not include certain information related to First Data's customers and strategic partners. That information was made available to KKR on March 14 based on the significant amount of due diligence performed by KKR and at KKR's request.

        From February 26 through February 28, 2007, members of senior management of First Data made presentations to representatives of KKR, Mercer Oliver Wyman, KKR's information technology advisor, Deloitte & Touche LLP, KKR's accounting advisor, and Simpson Thacher regarding First Data's business.

        On March 6, 2007, KKR informed Morgan Stanley that, based on the additional due diligence performed by KKR, it was interested in pursuing an acquisition of First Data at a price of $32.25 per share. KKR supplied to First Data written materials describing its proposal and the conditions relating

24


thereto. The conditions included, among other things, completion of due diligence, discussion with certain key customers of First Data and securing commitments from potential financing sources (which the proposal contemplated might include Morgan Stanley).

        On March 7, 2007, the First Data board of directors held a meeting to discuss the KKR proposal and other strategic alternatives available to First Data. Members of management and representatives of Sidley Austin, Sullivan & Cromwell and Morgan Stanley also participated in the meeting. In connection with considering the formal engagement of Morgan Stanley as a financial advisor to First Data, the board discussed Morgan Stanley's relationship with KKR and other private equity firms, including the financial advisory services Morgan Stanley had provided to KKR and other private equity firms. The board also discussed Morgan Stanley's role as financial advisor to boards and committees of other companies exploring strategic alternatives. In connection with approving the formal engagement of Morgan Stanley, the board determined that Morgan Stanley would not be permitted to provide any acquisition financing for any potential bidder for First Data. The First Data board of directors received an update on the discussions with KKR and was informed of the inquiries First Data had received from certain other private equity firms regarding a possible transaction with respect to First Data. Members of management reviewed with the First Data board of directors certain financial information with respect to First Data. Morgan Stanley made a presentation to the directors regarding KKR's proposal as well as other strategic alternatives available to First Data, including a strategic sale of First Data, a leveraged recapitalization and continuing to execute on First Data's business plan. The board discussed the strategic alternatives and the feasibility, risks and uncertainties associated with each alternative. Morgan Stanley expressed its view that there was a limited universe of companies with the financial capacity to acquire a company the size of First Data, and of that group, it was unlikely any strategic buyer would be willing to purchase First Data at or above the price level KKR indicated it was willing to pay. Morgan Stanley also expressed the view that there were private equity firms other than KKR that would have the financial capacity to lead a transaction with the amount of equity investment being contemplated, two of such firms with the most financial capacity being bidder A and bidder B. The independent directors determined to permit KKR to conduct further due diligence and that Morgan Stanley should contact bidder A and bidder B and invite them to review due diligence materials and submit bids to acquire First Data. The First Data board of directors determined to form the strategic review committee to explore, evaluate and, as the committee deemed appropriate, negotiate, with respect to any possible strategic alternatives available to First Data, including a leveraged buyout. In forming the strategic review committee, the board determined that it would not recommend any transaction to First Data's stockholders unless the transaction had been recommended by the strategic review committee. The strategic review committee consists of three of the independent directors: Mr. Weinbach, Mr. Richard P. Kiphart and Mr. Jones.

        Following the meeting of the board of directors, the strategic review committee met. Representatives of Sullivan & Cromwell and Morgan Stanley participated in the meeting. The committee reviewed the process engaged in to date with respect to the review of potential strategic alternatives and the inquiries First Data had received from other private equity sponsors about a transaction with First Data. Morgan Stanley expressed its view that bidder A and bidder B were two of the private equity firms with the most financial capacity other than KKR that could lead a transaction with the amount of equity investment being contemplated. After consulting with its financial and legal advisors, the committee determined that First Data should approach bidder A and bidder B regarding their interest in pursuing a possible acquisition of First Data and determined not to respond at that time to the inquiries from the other private equity firms. The committee also discussed with Morgan Stanley potential strategic bidders with the financial capacity and a possible strategic interest in pursuing a transaction with First Data. Morgan Stanley expressed its view that it was unlikely that any strategic buyer would be willing to offer a price at or above what KKR was offering. After consulting with its financial and legal advisors, the strategic review committee determined it would not contact any potential strategic buyer at that time. The strategic review committee also determined that, until the

25


committee determined otherwise, none of the potential bidders should be permitted to have discussions with management of First Data other than in connection with the due diligence process or to contact potential debt or equity financing sources or any First Data customers. The committee also determined that it would retain a separate financial advisor and proceeded to set up dates to interview several firms.

        On March 8, 2007, at the direction of First Data, Morgan Stanley contacted bidder A and bidder B, each of which indicated it was interested in exploring a possible acquisition of First Data. Morgan Stanley also advised KKR that the strategic review committee had been established.

        On March 9 and 10, 2007, bidder A and bidder B, respectively, executed confidentiality agreements with provisions similar to those contained in the confidentiality agreement entered into with KKR. On March 10, 2007, each of bidder A and bidder B and their respective advisors were given access to the due diligence materials previously made available to KKR. On March 19, 2007, based on the significant amount of due diligence performed by bidder A and at bidder A's request, bidder A was also given access to the information related to First Data's customers and strategic partners that was made available to KKR.

        On March 11, 2007, Mr. Duques received a telephone call from a representative of KKR, who indicated that KKR wanted First Data to agree to have discussions exclusively with KKR. Mr. Duques informed the KKR representative that the strategic review committee was running the process and that KKR should contact the committee with any requests it had.

        On March 12, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell and Morgan Stanley participated in the meeting. Mr. Duques participated in the initial part of such meeting in order to discuss with the committee the call he had received on March 11, 2007 from KKR. After Mr. Duques left the meeting, Morgan Stanley updated the committee on discussions with each of KKR, bidder A and bidder B and the status of their due diligence investigations regarding First Data. During the committee meeting, Morgan Stanley received an updated written proposal from KKR. Morgan Stanley described for the committee such updated proposal, stating that KKR had increased the price it was prepared to pay in an acquisition of First Data to $33.00 per share of First Data common stock, with such valuation contingent on First Data agreeing to engage in discussions with KKR on an exclusive basis. The committee concluded that it would not agree to exclusive negotiations with KKR.

        On March 13, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell and Morgan Stanley participated in the meeting. The committee received an update on the status of discussions with KKR, bidder A and bidder B. It was noted that KKR, bidder A and bidder B had each been informed of a March 21 deadline for submitting bids and that the date was moved from March 20 at the request of bidder A. The committee was also informed of a recent inquiry First Data had received from another private equity firm regarding a possible acquisition of First Data. Morgan Stanley expressed its view that the most logical potential buyers were already involved in the process. After consulting with its financial and legal advisors and taking into account the financial capacity of the other private equity firm, the committee determined not to respond to such private equity firm at that time. The committee also reaffirmed its decision not to enter into an exclusive process with KKR.

        Immediately following the conclusion of the meeting of the strategic review committee, the First Data board of directors held a meeting to receive an update on the discussions with the potential bidders, including the March 12 proposal from KKR. Also participating in the meeting were representatives of Morgan Stanley, Sidley Austin and Sullivan & Cromwell. The directors were informed that the strategic review committee had concluded that discussions with all three potential bidders should continue and KKR's request for exclusivity should be denied. The independent directors noted their agreement with the strategic review committee's conclusion. The directors discussed the process to date and concerns about the potential damage to First Data's business of a prolonged

26


bidding process, including the possibility of leaks and various concerns about multiple bidders talking to First Data's customers.

        On March 14, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell and Morgan Stanley participated in the meeting. The committee was updated on the recent communications with KKR, bidder A and bidder B as well as the status of their respective due diligence investigations regarding First Data. Sullivan & Cromwell reviewed the terms of a draft merger agreement to be sent to the potential bidders.

        From March 14 through 16, 2007, members of senior management of First Data made separate presentations to bidder A and bidder B similar to those previously made to KKR.

        On March 16, 2007, the strategic review committee retained Evercore Group L.L.C. to act as its financial advisor. Evercore was briefed on the process to date by Sullivan & Cromwell and Morgan Stanley and began extensive due diligence with First Data on March 17, 2007.

        Also on March 16, a draft of the merger agreement was distributed to KKR, bidder A and bidder B. Among other things, the draft agreement contained:

        On March 16, 2007, Morgan Stanley reiterated to KKR, bidder A and bidder B that their proposals were due on March 21 and informed them of the requested elements to be included in their proposal. Morgan Stanley also informed each of them that Sidley Austin was available to discuss the draft merger agreement in advance of the March 21 bid due date.

        On March 18, 2007, Simpson Thacher provided Sidley Austin with a detailed markup of the draft merger agreement. Among other things, the markup contemplated a 30 day go-shop period rather than the 60 day period included in the draft agreement and that KKR would be permitted to "match" any superior proposal made by a third party.

        On March 19, 2007, Morgan Stanley advised KKR, bidder A and bidder B in writing of the requested elements to be included in their proposals and that the price included in their March 21 proposal should be the highest price they were willing to pay for First Data. In that regard, the letter indicated that, based on the proposals received, First Data might determine to permit one of the bidders to have the exclusive right to commence discussions with First Data's customers and with financing sources.

        On March 19, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell, Morgan Stanley and Evercore participated in the meeting. The committee received an update on the status of discussions with each of KKR, bidder A and bidder B and their respective due diligence efforts.

        On March 20, 2007, Sidley Austin discussed with Simpson Thacher its markup of the draft merger agreement.

        On March 21, 2007, each of KKR, bidder A and bidder B submitted a written proposal to Morgan Stanley to acquire First Data. In addition, bidder A's counsel submitted a detailed markup of the March 16 draft merger agreement. Bidder B's counsel did not submit a markup of the draft merger agreement but instead delivered an issues list with respect to the March 16 draft merger agreement.

27


        Among other things, the KKR proposal indicated the following:

        The KKR proposal also stated that it would expire if the strategic review committee chose to pursue discussions with another potential bidder following receipt of the KKR proposal. KKR also requested that First Data agree to engage in exclusive negotiations with KKR.

        Among other things, the bidder A proposal indicated the following:

        Among other things, the bidder B proposal indicated the following:

        Bidder B's proposal did not indicate a date by which it believed it would be in a position to execute a definitive agreement.

28


        On March 21, 2007 the strategic review committee held a meeting. Representatives of Sullivan & Cromwell, Sidley Austin, Morgan Stanley and Evercore participated in the meeting. Morgan Stanley reviewed with the committee the proposals from KKR, bidder A and bidder B. The strategic review committee directed Morgan Stanley to contact each of bidder A and bidder B separately before the strategic review committee and board meetings scheduled for the next day to see whether they would be willing to increase their respective offer prices.

        In the evening of March 21 and morning of March 22, 2007, Morgan Stanley had discussions with bidder A and bidder B regarding their respective offer prices. Bidder A indicated that it might be able to increase its offer by an additional $0.25 to $0.50 per share but that bidder A had given a great deal of consideration to its proposed price and, as a result, was not prepared to make any significant further increases in its offer price. Based on the understanding that its offer price was substantially below the other participants, bidder A informed Morgan Stanley that it would not proceed further in First Data's process. Bidder B responded by delivering to Morgan Stanley a supplemental letter which stated that, among other things, if allowed to engage in further work, bidder B believed it might find additional value in "a range within 5%" of its previously communicated offer price. In a further conversation, bidder B clarified to Morgan Stanley that the price range could be plus or minus 5%, representing $31.59 to $33.86, and that bidder B was more interested in participating in a collective bid for First Data.

        On March 22, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell, Sidley Austin, Morgan Stanley and Evercore participated in the meeting. Evercore made a presentation to the strategic review committee with respect to, among other things, a preliminary financial analysis of First Data, analysis of the three proposals that had been received and a review of potential strategic bidders for First Data. Evercore informed the strategic review committee that it was unlikely that any potential strategic buyer would be prepared to acquire First Data for a price per share higher than the price proposed by KKR. Evercore noted that, according to First Data management, no strategic buyers had made inquiries to First Data regarding a potential acquisition of First Data. Morgan Stanley updated the strategic review committee on its discussions with bidder A and bidder B since the strategic review committee meeting the prior evening. Morgan Stanley also reviewed with the strategic review committee an updated preliminary financial analysis of First Data and potential strategic buyers. Morgan Stanley reiterated its belief that it was unlikely that any potential strategic buyer would be willing to offer a price above the price KKR was currently indicating it would pay.

        The strategic review committee concluded that it would be advisable for First Data's advisors to negotiate with KKR in an effort to increase the purchase price to $34.00 per share of First Data common stock and to improve certain non-financial terms of the transaction, including:

29

        On March 22, 2007, following the meeting of the strategic review committee, the First Data board of directors held a meeting. Representatives of Morgan Stanley, Evercore, Sullivan & Cromwell and Sidley Austin participated in the meeting. Morgan Stanley reviewed the three bids with the directors and described to the directors Morgan Stanley's subsequent conversations with bidder A and bidder B. The directors were also updated on the due diligence investigation of each of the bidders. In that regard, it was noted that bidder B had performed significantly less due diligence and committed significantly fewer people to the due diligence efforts than the other two bidders. The strategic review committee indicated to the directors that based upon, among other things, the price being offered by KKR, the price being offered by bidder A and bidder A's indication that it was not prepared to make any significant increase in its offer price, the fact that bidder B had indicated that it was primarily interested in making a collective bid for First Data and the limited due diligence conducted by bidder B notwithstanding the opportunity afforded it to conduct significantly more due diligence, the recommendation of the strategic review committee was to proceed with further discussions with KKR. The strategic review committee recommended to the board that First Data's advisors negotiate with KKR to obtain the financial and non-financial terms discussed above. The directors and their advisors discussed whether the refusal of a customer or strategic partner of First Data, particularly JPMorgan Chase, to approve a change in control would deter KKR or any other potential buyer from pursuing a transaction with First Data. The directors were advised of management's view that a buyer would not be deterred from making a proposal. Evercore presented its preliminary financial analysis to the independent directors. Evercore indicated that its preliminary financial analysis suggested that any potential strategic buyer would be unlikely to pay more than the amount proposed by KKR and that the most likely buyers had been involved in the bidding process. Evercore also noted that, according to First Data management, no strategic buyers had made inquiries to First Data regarding a potential acquisition of First Data. Morgan Stanley reiterated its view that the probability of a strategic buyer joining First Data's process was low at the price per share contemplated by the KKR proposal and that any other potential bidder would have an opportunity to make an offer during and after the go-shop period. The directors determined to proceed with negotiations with KKR in view of, among other things, the prices being offered by KKR and bidder A, bidder A's indication to Morgan Stanley regarding the degree to which it might offer greater consideration and its further indication that it was not prepared to make a significant increase in its price, bidder B's indication that it was primarily interested in a collective bid, the limited due diligence investigation conducted by bidder B and bidder B's commitment of significantly fewer people to the due diligence effort.

        Following the meeting, Morgan Stanley and Sidley Austin contacted KKR and Simpson Thacher to negotiate an increase in KKR's purchase price to $34.00 per share of First Data common stock and the other provisions the strategic review committee had indicated. Later that evening, KKR indicated that it was willing to accept these terms, subject to First Data agreeing to negotiate with KKR on an exclusive basis until April 1, 2007 and to modify the terms of the draft merger agreement to provide KKR with the right to match a superior proposal made by an excluded party that is a private equity firm.

        On the morning of March 23, 2007, Mr. Weinbach informed KKR that, based upon the understanding that the strategic review committee's proposed terms had been accepted (except for the

30


modification of the match right discussed above), First Data would negotiate exclusively with KKR until 11:59 p.m., Eastern Time, on April 1, 2007.

        Beginning on March 23, 2007, members of management and KKR contacted certain customers and strategic partners of First Data. On March 23, 2007, KKR began contacting potential financing sources, including Credit Suisse, Deutsche Bank, J.P. Morgan and Merrill Lynch, to help arrange the financing for the proposed transaction.

        On March 26, 2007, KKR also contacted HSBC as an additional party to help arrange the financing.

        On March 24, 2007, Sidley Austin provided a revised draft of the merger agreement to Simpson Thacher. From March 24, 2007 through April 1, 2007, Sidley Austin and Sullivan & Cromwell, with input from their clients, on the one hand, and Simpson Thacher, with input from its client, on the other hand, negotiated the terms of the draft merger agreement and related documentation. During these negotiations it was agreed that the merger agreement would not prohibit KKR from entering into exclusive equity financing arrangements with its limited partners at any time or, following the end of the go-shop period, with other sources of equity financing. Also during this time, with the consent of First Data, KKR contacted certain financial institutions and other potential financing sources and negotiated the terms of the debt and equity commitment letters with such sources, which terms were reviewed by Sidley Austin, Sullivan & Cromwell, Morgan Stanley and Evercore.

        On March 27, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell, Sidley Austin, Morgan Stanley and Evercore participated in the meeting. Morgan Stanley provided an update on the process with KKR, including the status of KKR's discussions with financing sources. Sidley Austin reviewed the terms of the draft merger agreement and the status of the negotiations with KKR.

        On March 28, 2007, KKR and the executive officers of First Data met with representatives of Credit Suisse, Deutsche Bank, HSBC and Merrill Lynch so that the financing sources could complete their due diligence review of First Data.

        Also on March 28, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell and Morgan Stanley participated in the meeting. Morgan Stanley reported that KKR had indicated that it was unsure it would be able to obtain commitments for all of the necessary financing by April 1, 2007, unless Morgan Stanley was permitted to participate in the financing. The strategic review committee determined that, consistent with the board's earlier determination, it would not permit Morgan Stanley to participate in the financing due to the possible conflict it might present, even though it could possibly delay the signing of the transaction.

        On March 29, 2007, KKR contacted Goldman Sachs and Lehman Brothers to help arrange the financing.

        On March 31, 2007, the strategic review committee held a meeting. Representatives of Sullivan & Cromwell, Sidley Austin, Morgan Stanley and Evercore participated in the meeting. The legal advisors provided an update on the status of negotiations since the meeting on March 28, 2007, which included a discussion of the "go-shop" and related provisions that had been agreed to by KKR. Morgan Stanley and Evercore made separate presentations regarding their financial analyses and indicated that, assuming final documentation consistent with what was discussed at the meeting, they would be prepared to render fairness opinions when requested. The committee determined that it would recommend to the board that First Data continue to pursue a transaction with KKR.

        On March 31, 2007, following the meeting of the strategic review committee, the First Data board of directors held a meeting. Representatives of Morgan Stanley, Evercore, Sidley Austin and Sullivan & Cromwell participated in the meeting. The directors received an update on the process with KKR.

31


Sidley Austin reviewed the terms of the draft merger agreement and related documents. Morgan Stanley and Evercore indicated that, if requested, they were prepared to provide their fairness opinions. The strategic review committee informed the First Data board of directors of the strategic review committee's unanimous recommendation that First Data continue to pursue a transaction with KKR.

        Throughout the remainder of the day on March 31, 2007 and during April 1, 2007, at the direction of the strategic review committee, Sidley Austin and Sullivan & Cromwell, on the one hand, and Simpson Thacher, on the other hand, worked to finalize the terms of the merger agreement and related documentation, and KKR and Simpson Thacher worked with the debt and equity commitment providers to finalize the terms of the debt and equity commitment letters (which were also reviewed by Morgan Stanley, Evercore, Sidley Austin and Sullivan & Cromwell).

        On April 1, 2007, the First Data board of directors held a meeting to consider approval of the merger agreement and the proposed merger. Also participating for all or portions of the meeting were members of management and representatives of Morgan Stanley, Evercore, Sidley Austin and Sullivan & Cromwell. Sidley Austin reviewed with the directors the terms of the merger agreement and related documentation. Morgan Stanley delivered its oral opinion, as of April 1, 2007 (subsequently confirmed in writing) that, subject to the limitations in its opinion, the merger consideration to be received by holders of First Data common stock (other than shares held in treasury by First Data and shares owned by any wholly-owned subsidiary of First Data or by Parent or any of its wholly-owned subsidiaries) was fair, from a financial point of view, to such holders and Evercore delivered its oral opinion, as of April 1, 2007, (subsequently confirmed in writing) that, subject to the limitations in its opinion, the merger consideration to be received by holders of First Data common stock (other than affiliates of or holders of beneficial interests in Parent, to the extent they also are holders of First Data common stock) was fair, from a financial point of view, to such holders. The strategic review committee recommended that the board approve the merger agreement and the merger. After considering the factors described under "—Reasons for the Merger," the First Data board of directors unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

        Later that evening, First Data, Parent and Sub executed the merger agreement, First Data and the limited guarantors executed the limited guarantees, Sub and the debt financing providers executed the debt commitment letter and Parent and the equity financing providers executed the equity commitment letters.

        On April 2, 2007, prior to the opening of trading on the NYSE, First Data issued a press release announcing the execution of the merger agreement.

        Following the execution of the merger agreement, at the direction of the strategic review committee, Morgan Stanley began the process of contacting parties to determine whether they might be interested in exploring a transaction with First Data that would be superior to the proposed merger. Morgan Stanley contacted 45 parties, comprised of 29 potential strategic buyers and 16 private equity firms (which included post-signing contacts to bidder A and bidder B). Of the 45 parties Morgan Stanley contacted, 10 expressed a willingness to receive and evaluate information about First Data and 4 parties (in addition to bidder A and bidder B), including one potential strategic buyer, signed confidentiality agreements and received certain non-public materials regarding First Data. None of the parties Morgan Stanley contacted submitted a proposal to pursue an acquisition of First Data. Accordingly, following the end of the go-shop period, First Data notified Parent that First Data had not received any takeover proposals and therefore there were no "excluded parties" for purposes of the solicitation provisions of the merger agreement.

32



Reasons for the Merger

        The strategic review committee, in determining to recommend that the board approve the merger agreement and the merger, and the board of directors, in determining to approve the merger agreement and the merger and recommend that First Data stockholders adopt the merger agreement, have consulted with legal and financial advisors and considered and evaluated a number of factors, including:

33

34

        The strategic review committee and the board of directors has also considered a variety of risks and other potentially negative factors concerning the merger. These factors included the following:


        This discussion summarizes the material factors considered by the strategic review committee and the board of directors in their consideration of the merger. After considering these factors, the strategic review committee and the board of directors concluded that the positive factors relating to the merger agreement and the merger outweighed the potential negative factors. In view of the wide variety of factors considered by the strategic review committee and the board of directors, and the complexity of these matters, the committee and the board did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of the committee or the board may have assigned different weights to various factors. The committee unanimously recommended that the board approve the merger agreement and the merger and the board unanimously approved and recommended the merger agreement and the merger based upon the totality of the information presented to and considered by them.

35


Recommendation of the First Data Board of Directors

        The First Data board of directors, acting upon the unanimous recommendation of the strategic review committee of the board of directors, has unanimously approved the merger, the merger agreement and the other transactions contemplated by the merger agreement, and has declared the merger, the merger agreement and the other transactions contemplated by the merger agreement advisable and in the best interests of First Data Corporation and our stockholders. The First Data board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement.


Opinions of Financial Advisors

        Evercore was retained to provide financial advisory services to the strategic review committee in connection with the strategic review committee's evaluation of strategic and financial alternatives available to First Data. On April 1, 2007, Evercore delivered its oral opinion to the strategic review committee and to the First Data board of directors, which opinion was subsequently confirmed in writing, to the effect that, as of such date and based upon and subject to the factors, limitations and assumptions set forth in its opinion, the merger consideration to be received by the holders of First Data common stock (other than affiliates of or holders of beneficial interests in Parent, to the extent they also are holders of First Data common stock) was fair, from a financial point of view, to such holders of First Data common stock.

        The full text of the written opinion of Evercore, dated April 1, 2007, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is contained in Annex B to this proxy statement. We urge you to read the opinion in its entirety. Evercore's opinion is directed to the strategic review committee and the First Data board of directors, addresses only the fairness from a financial point of view of the merger consideration to be received by the holders of First Data common stock (other than affiliates of or holders of beneficial interests in Parent, to the extent they are also holders of First Data common stock) pursuant to the merger agreement and does not address any other aspect of the merger or constitute a recommendation to any First Data stockholder as to how to vote at the special meeting or respond to the merger. The following is a summary of Evercore's opinion and the methodology that Evercore used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        In connection with rendering its opinion, Evercore, among other things:

36

        For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any responsibility for independent verification of, the accuracy and completeness of the information publicly available, and the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, including as to the completeness of the transaction process conducted on behalf of First Data by the advisors to First Data, and assumes no liability therefor. For purposes of rendering Evercore's opinion, members of our management provided Evercore certain financial projections related to First Data. With respect to the financial projections, Evercore assumed that they had been reasonably prepared on bases reflecting the best available estimates and good faith judgments of the future competitive, operating and regulatory environments and related financial performance of First Data.

        For purposes of rendering its opinion, Evercore assumed, with First Data's consent, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on First Data or the consummation of the merger.

        Evercore did not make nor assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of First Data or any of its subsidiaries, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of First Data or any of its subsidiaries under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to Evercore as of, April 1, 2007. It is understood that subsequent developments may affect its opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion. In connection with the merger, Evercore was not authorized by the strategic review committee of our board of directors to solicit, nor has Evercore solicited, third party indications of interest for the acquisition of all or part of First Data and did not otherwise participate in the transaction process.

        Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness from a financial point of view, as of April 1, 2007, to the holders of our common stock (other than affiliates of or holders of beneficial interests in Parent, to the extent they also are holders of First Data common stock) of the merger consideration. Evercore assumed that any modification to the structure of the transaction would not vary in any respect material to its analysis. Evercore's opinion did not address the relative merits of the merger as compared to other business or financial strategies that might have been available to First Data, nor did it address the underlying business decision of First Data to engage in the merger. Evercore is not a legal, regulatory, accounting

37


or tax expert and assumed the accuracy and completeness of assessments by First Data and its advisors with respect to legal, regulatory, accounting and tax matters.

        Evercore acted as financial advisor to the strategic review committee in connection with the merger. Pursuant to its engagement letter, a fee of $500,000 became payable to Evercore upon the execution of the letter and a fee of $4,250,000 became payable to Evercore upon the strategic review committee's request that Evercore provide it with a written fairness opinion. In addition, First Data has agreed to reimburse certain of Evercore's expenses and to indemnify Evercore, its members, partners, officers, directors, advisors, representatives, employees, affiliates, agents and controlling persons for certain liabilities arising out of its engagement.

        Set forth below is a summary of the material financial analyses presented by Evercore to the strategic review committee and the First Data board of directors in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 30, 2007, and is not necessarily indicative of current market conditions.

        The following summary of financial analyses includes information presented in tabular format. You should read these tables together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

        Evercore reviewed the historical closing and intra-day prices of our common stock since October 2, 2006, the first day of regular way trading of our common stock after our spin-off of Western Union, calculated the average daily closing prices of our common stock over various time periods, and noted the closing and intra-day stock price on selected dates including and prior to March 30, 2007. Evercore then calculated and compared the premium that the merger consideration represented relative to the average daily closing prices of our common stock for the selected periods and dates. The results of these calculations are summarized below:

 
   Historical
Share
Price
   Premium of Merger
Consideration of $34.00
Per Share to Historical
Share Price
  
March 30, 2007 (Date of Evercore's Analysis)   $ 26.90   26.4 %
March 23, 2007 (1 Week Prior to Evercore's Analysis)   $ 26.22   29.7 %
March 2, 2007 (4 Weeks Prior to Evercore's Analysis)   $ 24.72   37.5 %
1 Month Average(1)   $ 25.34   34.2 %
3 Month Average(2)   $ 25.39   33.9 %
Average since October 2, 2006(3)   $ 24.85   36.8 %
Maximum since October 2, 2006(4)   $ 27.23   24.9 %
Minimum since October 2, 2006(5)   $ 21.93   55.0 %
(1)
One Month Average includes trading days from March 1, 2007 through March 30, 2007.

(2)
Three Month Average includes trading days from January 1, 2007 through March 30, 2007.

(3)
Includes trading days from October 2, 2006 through March 30, 2007.

(4)
Intra-day maximum on March 29, 2007.

(5)
Intra-day minimum on October 10, 2006.

38

        Evercore performed a leveraged buyout analysis of First Data in order to ascertain the price of our common stock which might be attractive to a potential financial buyer based upon the financial projections set forth in Scenario A and Scenario B of the financial projections prepared by and furnished by our management to Evercore (as further described under "—Projected Financial Information—First Data–Prepared Projected Financial Information"). For the purposes of this analysis, earnings before interest, taxes, depreciation and amortization ("EBITDA") was adjusted to exclude public company costs and to include additional costs associated with operating as a more leveraged entity.

        Evercore assumed the following in its analysis: (i) a capital structure for First Data consistent with the terms offered to Parent by its financing sources under the debt and financing commitment letters; (ii) $800 million of transaction expenses for Parent; (iii) a range of projected 2011 EBITDA exit multiples of 9.5x to 11.5x for Scenario A and 10.0x to 12.0x for Scenario B; (iv) an equity investment that would achieve an annual rate of return over the period between 2007 and 2011, which we refer to as the Projection Period, of between 16.0% and 20.0%. This analysis yielded implied per share present values of our common stock as shown below:

 
   Management
Case
Scenario A
   Management
Case
Scenario B
Low   $ 26.39   $ 31.50
High   $ 29.88   $ 36.74

        Evercore performed a discounted cash flow ("DCF") analysis, which calculates the present value of a company's future cash flow based upon assumptions with respect to such cash flow and assumed discount rates. Evercore's DCF analysis of First Data was based upon Scenario A and Scenario B covering the Projection Period.

        Evercore calculated a range of implied per share values for our common stock determined by:

The weighted average cost of capital range utilized in this analysis was chosen based on an analysis of the weighted average cost of capital of First Data and selected publicly-traded companies. Although none of the selected companies is, in Evercore's opinion, directly comparable to First Data, the

39

companies included were chosen because they are publicly traded companies with operations that for purposes of this analysis may be considered similar to certain operations of First Data.

        This analysis yielded implied per share present values of our common stock as shown below:

 
   Management
Case
Scenario A
   Management
Case
Scenario B
Low   $ 25.03   $ 32.39
High   $ 30.65   $ 39.43

        Evercore performed an analysis of selected transactions to compare multiples paid in other transactions to the multiples implied in this transaction. Evercore identified and analyzed a group of sixteen acquisition transactions that were announced between 1995 and 2007. Evercore calculated enterprise value as a multiple of EBITDA during the last twelve months implied by these transactions. Although none of the transactions are, in Evercore's opinion, directly comparable to the merger, the transactions included were chosen because, in Evercore's opinion, they may be considered similar to the merger in certain respects for purposes of this analysis.

        The multiples for each of the selected transactions are set forth below:

Target
   Acquirer
   TEV / Last Twelve
Months EBITDA
  
Affiliated Computer Services Inc.   Cerberus Capital Management, LP   9.3 x
John H. Harland Company   M & F Worldwide Corp.   7.4  
Digital Insight Corporation   Intuit Inc.   18.1  
Open Solutions Inc.   Investor Group   11.8  
Fidelity National Information Services, Inc.   Certegy Inc.   11.0  
SunGard Data Systems Inc.   Investor Group   10.4  
National Processing, Inc.   Bank of America Corporation   10.3  
Systems & Computer Technology Corporation   SunGard Data Systems Inc.   12.6  
Concord EFS, Inc.   First Data   10.6  
ProBusiness Services, Inc.   Automatic Data Processing, Inc.   NM  
NOVA Corporation   U.S. Bancorp   10.3  
Star Systems Inc.   Concord EFS, Inc.   15.9  
Paymentech, Inc.   First Data   13.7  
Electronic Payment Services, Inc.   Concord EFS, Inc.   12.4  
PMT Services, Inc.   NOVA Corporation   22.5  
First Financial Management Corporation   First Data   15.9  

        The range of implied multiples that Evercore calculated is summarized below:

 
   Precedent Transaction Multiples
  
 
   Mean
   Median
  
Total Enterprise Value/Last          
  Twelve Months EBITDA   12.8 x 11.8 x
   
 
 

40

        Evercore then applied multiples ranging from 10.5x to 12.5x to First Data's 2006 EBITDA on an adjusted and unadjusted basis when taking into account management estimates of certain one-time costs and tax adjustments. The range of per share equity values for our common stock implied by this analysis is summarized below:

 
   2006
EBITDA
   2006
Adjusted
EBITDA
Low   $ 24.92   $ 27.99
High   $ 29.94   $ 33.60

        Evercore identified and analyzed thirty-four all cash acquisition transactions across all industries with transaction values greater than $5.0 billion that were announced in the period from January 1, 2002 to March 30, 2007, of which eighteen were acquisitions by financial sponsors. Using information from Thomson Financial Securities Data, a data source that monitors and publishes information on merger and acquisition transactions, Evercore calculated the premiums paid in those transactions based on the value of the per share consideration received in the transaction relative to the closing stock price of the target company one day, one week and four weeks prior to the respective dates of announcement of the transactions. Evercore then compared the results of the analysis to the premiums implied by the merger consideration relative to our common stock trading levels at and prior to March 30, 2007. The results of this analysis are summarized below:

 
   Premium Paid,
1 Day Prior
   Premium Paid,
1 Week Prior
   Premium Paid,
4 Weeks Prior
  
Premium of Merger Consideration of $34.00 per Share to Historical Share Price(1)   26.4 % 29.7 % 37.5 %

Premiums in All Cash Acquisitions greater than $5.0 billion
 
 
 
 
 
 
 
Mean   26.3 % 28.5 % 31.0 %
Median   22.2 % 26.6 % 27.1 %

Premiums in All Cash Acquisitions by Financial Sponsors greater than $5.0 billion
 
 
 
 
 
 
 
Mean   21.9 % 22.9 % 25.0 %
Median   19.4 % 21.4 % 23.0 %
(1)
Relative to First Data's closing share prices on March 30, 2007, March 23, 2007 and March 2, 2007, for 1 day prior, 1 week prior and 4 weeks prior, respectively.

        Evercore then applied premiums ranging from 20% to 30% to the closing price of our common stock one day, one week and four weeks prior to the date of announcement. The range of per share equity values for our common stock implied by this analysis is summarized below:

 
   Premium Paid,
1 Day Prior(1)
   Premium Paid,
1 Week Prior(2)
   Premium Paid,
4 Weeks Prior(3)
Low   $ 32.28   $ 31.46   $ 29.66
High   $ 34.97   $ 34.09   $ 32.14
(1)
Relative to First Data's share price on March 30, 2007.

(2)
Relative to First Data's share price on March 23, 2007.

41

(3)
Relative to First Data's share price on March 2, 2007.

        Evercore calculated and compared price to earnings multiples for First Data and for selected publicly-traded companies. Evercore calculated multiples for the selected companies by dividing closing share prices as of March 30, 2007 by calendarized estimates for 2007 earnings per share for each respective company. All of these calculations were based on publicly available financial data including I/B/E/S International, Inc. ("I/B/E/S") estimates. I/B/E/S is a data source that monitors and publishes a compilation of earnings per share and other financial data produced by selected research analysts on companies of interest to investors.

        The multiples for each of the selected publicly-traded companies are set forth below:

Company
   Price / CY2007E
Earnings Multiple
  
Automatic Data Processing, Inc.    20.2 x
The Western Union Company   19.9  
MasterCard Incorporated   26.7  
Paychex, Inc.    24.8  
Fiserv, Inc.    18.4  
Total System Services, Inc.    26.1  
Alliance Data Systems Corporation   17.1  
Ceridian Corporation   26.5  
CheckFree Corporation   18.1  
Global Payments Inc.    17.3  
MoneyGram International, Inc.    18.0  
Net1 UEPS Technologies, Inc.    17.9  
Global Cash Access Holdings, Inc.    25.5  
eFunds Corporation   19.8  
Wright Express Corporation   17.3  
Euronet Worldwide, Inc.    21.7  
Heartland Payment Systems, Inc.    24.3  

        The range of implied multiples that Evercore calculated is summarized below:

 
   Public Market
Trading Multiples
  
 
   Mean
   Median
  
Price/CY2007E Earnings   21.1 x 19.9 x

        Evercore then applied price to earnings multiples ranging from 19.0x to 23.0x to First Data's 2007 estimated earnings per share per I/B/E/S estimates and management projections set forth in Scenario A and Scenario B. The range of per share equity values for our common stock implied by this analysis is summarized below:

 
   Wall
Street
Case
   Management
Case
Scenario A
   Management
Case
Scenario B
Low   $ 23.67   $ 23.63   $ 23.11
High   $ 28.65   $ 28.61   $ 27.97

42

        Evercore performed a present value of future stock price analysis of First Data based upon an average of Wall Street research analyst projections ("Wall Street Case"), and the financial projections set forth in Scenario A and Scenario B.

        Evercore calculated a range of implied per share values for our common stock determined by (i) calculating the implied terminal value per share by multiplying earnings per share estimated for fiscal year 2009 by a range of price to earnings multiples of 19.0x to 23.0x, (ii) calculating the present value of the implied share price by discounting the amount resulting from the calculation described in clause (i) using an assumed equity cost of capital of between 10.0% and 11.0%, and (iii) adding the result from the calculation described in clause (ii) to the present value of the annual dividends per share received in 2007 and 2008 using an assumed equity cost of capital of between 10.0% and 11.0%. This analysis yielded implied per share present values of our common stock as shown below:

 
   Wall
Street
Case
   Management
Case
Scenario A
   Management
Case
Scenario B
Low   $ 24.97   $ 23.02   $ 26.04
High   $ 30.73   $ 28.33   $ 32.05

        Evercore analyzed Wall Street research analyst estimates of potential future value for our common stock (commonly referred to as price targets) based on publicly available equity research published on First Data. As of March 30, 2007, analyst price targets for our common stock ranged from $26.00 to $31.00 and produced an average price target of $28.31.

        In connection with the review of the merger by the strategic review committee and the First Data board of directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore's opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Evercore's view of the value of First Data. No company used in the above analyses as a comparison is directly comparable to First Data, and no transaction used is directly comparable to the transactions contemplated by the merger agreement. Further, in evaluating comparable transactions, Evercore made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of First Data and Evercore, such as the impact of competition on First Data and the industry generally, industry growth and the absence of any adverse material change in the financial condition of First Data or in the markets generally.

        Evercore prepared these analyses for the purpose of providing an opinion to the strategic review committee and the First Data board of directors as to the fairness from a financial point of view of the merger consideration to be received by the holders of our common stock (other than affiliates of or holders of beneficial interests in Parent, to the extent they also are holders of First Data common

43


stock). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty and are based upon numerous factors, assumptions with respect to industry performance, general business and economic conditions and other matters or events beyond the control of First Data and Evercore, neither First Data nor Evercore assumes responsibility if future results are materially different from those forecast. The merger consideration to be received by the holders of our common stock pursuant to the merger agreement was determined through arm's length negotiations between the strategic review committee and KKR and was approved by the First Data board of directors. Evercore did not recommend any specific merger consideration to First Data or that any given merger consideration constituted the only appropriate merger consideration for the merger.

        Evercore is a nationally recognized investment banking firm that is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions and similar transactions. The strategic review committee retained Evercore based on these qualifications. In the ordinary course of business, affiliates of Evercore may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or for the account of customers in the equity and other securities of First Data, or any other parties, commodities or currencies involved in the merger.

        First Data retained Morgan Stanley to provide it with financial advisory services in connection with a possible sale, merger or other strategic business combination involving First Data, or a recapitalization or restructuring of First Data. First Data selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation. At the meeting of the board of directors on April 1, 2007, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of April 1, 2007, and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the consideration to be received by the holders of shares of First Data common stock (other than shares held in First Data's treasury and shares owned by any wholly-owned subsidiary of First Data or by Parent or any of its wholly-owned subsidiaries) pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Morgan Stanley, dated as of April 1, 2007, is attached to this proxy statement as Annex C. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. You are encouraged to read the entire opinion carefully. Morgan Stanley's opinion is directed to the board of directors and addresses only the fairness from a financial point of view of the consideration to be received by the holders of First Data common stock (other than shares held in First Data's treasury and shares owned by any wholly-owned subsidiary of First Data or by Parent or any of its wholly-owned subsidiaries) pursuant to the merger agreement as of the date of the opinion. It does not address any other aspects of the merger. The opinion, and the other views and analysis of Morgan Stanley referenced throughout this proxy statement, do not constitute a recommendation to any holder of First Data common stock as to how to vote at the shareholders' meeting to be held in connection with this transaction. The summary of the opinion of Morgan Stanley set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion.

        In connection with rendering its opinion, Morgan Stanley, among other things:

44

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information supplied or otherwise made available to Morgan Stanley by First Data for the purposes of its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of First Data. Morgan Stanley also assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions. Morgan Stanley also assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the consummation of the merger. Morgan Stanley is not a legal, tax, or regulatory advisor and has relied upon, without independent verification, the assessment of First Data and its legal, tax and regulatory advisors with respect to such matters. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of First Data, nor was it furnished with any such appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, April 1, 2007. Events occurring after that date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

        The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated April 1, 2007. In connection with arriving at its opinion, Morgan Stanley did not attribute any particular weight to any particular analysis described below. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables

45

must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

        Morgan Stanley performed a historical share price analysis to obtain background information and perspective with respect to the historical share prices of First Data common stock since October 2, 2006, the first trading day after the spin-off by First Data of The Western Union Company. Morgan Stanley reviewed the historical price performance and average closing prices of First Data common stock for various periods ending on March 22, 2007 (the last trading day prior to a meaningful increase in volume in stock leading up to announcement of the merger) and compared them to the proposed merger consideration of $34.00 per share of First Data common stock. Morgan Stanley observed the following:

 
   Price
   Implied Premium
Based on Offer Price
  
Unaffected price   25.84   31.6 %
High Post-Spin-off of Western Union   26.50   28.3 %
Low Post-Spin-off of Western Union   21.93   55.0 %
1 week Trailing Average   24.82   37.0 %
30-day Trailing Average   25.09   35.5 %

        Morgan Stanley noted that the $34.00 consideration per share to be received by holders of First Data common stock also represented a premium of 26.4% over the closing price of First Data common stock on March 30, 2007, the last trading day prior to the announcement of the merger.

        Morgan Stanley reviewed the range of publicly available equity research analyst price targets for First Data as of March 30, 2007. Morgan Stanley discounted these price targets by an estimated cost of equity of 9%. This resulted in a valuation range of $25 to $30 per share. Morgan Stanley noted that the consideration per share to be received by holders of First Data common stock pursuant to the merger agreement was $34.00.

        The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for First Data common stock and these estimates are subject to uncertainties, including the future financial performance of First Data and future financial market conditions.

        Morgan Stanley performed a comparable company analysis, which attempted to provide an implied value for First Data by comparing it to companies that shared similar business characteristics to First Data. For purposes of this analysis, Morgan Stanley reviewed certain public trading multiples for the following seven companies:

46

        For the purposes of this analysis, Morgan Stanley analyzed the following selected multiples for these companies:

        The multiples for each of these companies is set forth below:

Company
   Stock Price to 2007E EPS
   Aggregate Value to 2007E
EBITDA
Automatic Data Processing, Inc.   20.2x   10.8x
Global Payments, Inc.   17.3x   8.9x
Fiserv, Inc.   18.4x   9.6x
MasterCard Incorporated   25.6x   15.3x
MoneyGram International, Inc.   18.0x   9.4x
Total System Services, Inc.   26.1x   10.9x
The Western Union Company   19.9x   12.4x

        Based on the analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected representative ranges of financial multiples of the comparable companies and applied these ranges of multiples to the relevant First Data financial statistic using the management projections. Morgan Stanley estimated the implied value per share of First Data common stock as follows:

Calendar Year Financial Statistic
   Comparable Company Multiple Range
   Implied
Transaction
Multiple
   Implied Value
Per Share
for First Data
Price to Estimated 2007 Earnings Per Share   19.0x - 21.0x   27.3x   $24 - $26
Aggregate Value to Estimated 2007 EBITDA   9.5x - 11.0x   13.5x   $24 - $28

        Morgan Stanley noted that the consideration per share to be received by holders of First Data common stock pursuant to the merger agreement was $34.00.

        No company utilized in the comparable company analysis is identical to First Data. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of First Data, such as the impact of competition on the businesses of First Data and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of First Data or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

        Using the management projections, Morgan Stanley performed an analysis to determine the potential value of First Data common stock following a substantial repurchase of First Data's shares. The leveraged recapitalization analysis determined the discounted present value of First Data common stock based on the projected earnings per share of First Data following a substantial repurchase of First Data's shares and a next twelve month earnings per share multiple of 20.0x (representing the mid-range of the comparable company earnings per share multiples discussed above). Morgan Stanley assumed a discount rate of 9.0%. The equity discount rate of 9.0% was selected based on a cost of equity calculation which factored in the unlevered betas for similar companies identified above under

47

the heading "Comparable Companies Analysis" as well as First Data. This resulted in a valuation range for First Data common stock using Scenario A of $26 to $29 per share and using Scenario B of $28 to $33 per share. Morgan Stanley noted that the consideration per share to be received by holders of First Data common stock pursuant to the merger agreement was $34.00.

        Morgan Stanley reviewed and compared the proposed financial terms of the merger to corresponding publicly available financial terms in seventeen selected transactions. In selecting these transactions Morgan Stanley reviewed certain transactions which have occurred since June 18, 1998 in the transaction processing and information services industry. In its analysis, Morgan Stanley reviewed the following precedent transactions as of the date of their respective announcements:

Date Announced
   Acquiror
   Target
   Aggregate Value to
LTM EBITDA
March 2007   Cerberus Capital Management, L.P.   Affiliated Computer Services, Inc.   8.9x
December 2006   M & F Worldwide Corp.   John H. Harland Company   7.4x
November 2006   Intuit Inc.   Digital Insight Corporation   17.0x
October 2006   Providence Equity Partners Inc.,
The Carlyle Group LLC		   Open Solutions Inc.   10.2x
March 2006   Investor Group   VNU NV   13.4x
January 2006   Lottomatica S.p.A.   GTECH Holdings Corporation   9.6x
September 2005   Certegy Inc.   Fidelity National Information Services, Inc.   10.0x
July 2005   VNU NV   IMS Health Incorporated   12.8x
March 2005   Investor Group   SunGard Data Systems Inc.   10.4x
July 2004   Bank of America Corporation   National Processing, Inc.   9.9x
April 2003   First Data   Concord EFS, Inc.   10.3x
May 2001   US Bancorp.   NOVA Corporation   10.2x
October 2000   Concord EFS, Inc.   Star Systems Inc.   15.7x
March 1999   First Data   Paymentech, Inc.   13.8x
December 1998   Bank of America Corporation   BA Merchant Services, Inc.   12.4x
November 1998   Concord EFS, Inc.   Electronic Payment Services, Inc.   13.1x
June 1998   NOVA Corporation   PMT Services, Inc.   24.0x

        Morgan Stanley derived from these selected transactions a reference multiple range of aggregate value divided by last year trailing EBITDA. The aggregate value divided by the last year trailing EBITDA multiple range for the selected transactions was 7.4x to 24.0x. Morgan Stanley selected a representative multiple range of aggregate value divided by last year trailing EBITDA of 10.0x to 12.0x based on the precedent transactions listed above, and applied that range to First Data's 2006 EBITDA adjusted for the pre-tax equivalency expense associated with its municipal bond portfolio, which First Data is currently in the process of liquidating in a series of open market transactions. This resulted in a valuation range of $26 to $32 per share for First Data common stock. Morgan Stanley noted that the consideration per share to be received by holders of First Data common stock pursuant to the merger agreement was $34.00.

        No company or transaction utilized in the precedent transaction analysis is identical to First Data or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, many of which are beyond the control of First Data, such as the impact of competition on the business of First Data or the industry generally, industry growth and the absence of any adverse

48


material change in the financial condition of First Data or the industry or in the financial markets in general, which could affect the trading value of First Data and the aggregate value of the transactions listed above.

        Morgan Stanley performed a premia paid analysis based upon the premia paid in precedent merger and acquisition transactions identified. The two sub-sets of transactions considered were: (i) all cash transactions involving a U.S. public target with an aggregate value greater than $1 billion effected since 2003, and (ii) selected processing and information services transactions with an aggregate value greater than $1 billion effected since 1998. Morgan Stanley selected a representative premium range of 20% to 25% based on this data and applied that to First Data's stock price on March 22, 2007. This resulted in a valuation range of $31 to $32 per share. Morgan Stanley noted that the consideration per share to be received by holders of First Data common stock pursuant to the merger agreement was $34.00.

        Using the management projections for 2007 to 2011, Morgan Stanley performed a discounted cash flow analysis to determine the present value of the estimated free cash flows that First Data could generate from June 30, 2007. The discounted cash flow analysis determined the discounted present value of the unleveraged free cash flow generated over the period covered by the financial forecasts and then added a terminal value based on a range of multiples of estimated fiscal year 2011 EBITDA of 9.0x to 11.0x. Morgan Stanley assumed a discount rate of 9.0%. The discount rate utilized in this analysis was chosen based upon an analysis of the weighted average cost of capital of First Data and other comparable companies that shared similar business characteristics to First Data. This resulted in a valuation range for First Data common stock under Scenario A of $26 to $31 per share and under Scenario B of $31 to $37 per share. Morgan Stanley noted that the consideration per share to be received by holders of First Data common stock pursuant to the merger agreement was $34.00.

        Morgan Stanley also analyzed First Data from the perspective of a potential purchaser that was primarily a financial buyer that would effect a leveraged buyout of First Data. Morgan Stanley assumed that an investor could exit its company investment in 2011 at an aggregate value range that represented a multiple of 10.0x to 12.0x forecasted 2011 EBITDA, adjusted for the pre-tax equivalency associated with its municipal bond portfolio, which First Data is currently in the process of liquidating in a series of open market transactions. Morgan Stanley subtracted First Data's forecasted 2011 debt outstanding from First Data's forecasted 2011 cash balance to calculate First Data's calendar year 2011 equity value range. Based on First Data's assumed 2011 equity value range Morgan Stanley derived a valuation range under Scenario A of $28 to $31 per share and under Scenario B of $32 to $35 per share, in each case representing implied values per share that a financial sponsor might be willing to pay to acquire First Data. Morgan Stanley noted that the consideration per share to be received by holders of First Data common stock pursuant to the merger agreement was $34.00.

        In connection with the review of the merger by the board of directors of First Data, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying their analyses and opinions. In addition, Morgan Stanley may have given various analyses and factors more

49


or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of First Data. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of First Data. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the consideration pursuant to the merger agreement from a financial point of view to holders of shares of First Data common stock (other than shares held in First Data's treasury and shares owned by any wholly-owned subsidiary of First Data or by Parent or any of its wholly-owned subsidiaries) and in connection with the delivery of its opinion dated April 1, 2007 to the board of directors of First Data. These analyses do not purport to be appraisals or to reflect the prices at which shares of common stock of First Data might actually trade.

        The merger consideration was determined through arm's-length negotiations between the strategic review committee and Parent and was recommended by the strategic review committee for approval by the First Data board of directors and approved by the First Data board of directors. Morgan Stanley provided advice to the strategic review committee during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to First Data, the strategic review committee or the First Data board of directors, or that any specific merger consideration constituted the only appropriate consideration for the merger.

        In addition, Morgan Stanley's opinion and its presentation to the board of directors of First Data was one of many factors taken into consideration by the strategic review committee in making its recommendation to the First Data board of directors, and by the First Data board of directors in deciding to approve the merger agreement. Consequently, the analyses as described above, and the other views and analysis of Morgan Stanley referenced throughout this proxy statement should not be viewed as determinative of the opinion of the First Data board of directors or the strategic review committee with respect to the consideration to be received by holders of First Data common stock pursuant to the merger agreement or of whether the strategic review committee or the First Data board or directors would have been willing to agree to different consideration. The foregoing summary describes the material analyses performed by Morgan Stanley but does not purport to be a complete description of the analyses performed by Morgan Stanley.

        Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan Stanley, as part of its investment banking and financial advisory business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate, estate and other purposes. In the ordinary course of Morgan Stanley's trading and brokerage activities, Morgan Stanley or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or for the account of customers in the equity and other securities of First Data, or any other parties, commodities or currencies involved in the merger. In the past, Morgan Stanley and its affiliates have provided financial advisory and financing services for First Data and certain members of Parent and their affiliates, and have received fees for the rendering of these services. In addition, Morgan Stanley and its affiliates, directors, or officers, including individuals working with First Data in connection with this transaction, may have committed and may commit in the future to invest in private equity funds managed by affiliates of Parent. Certain investment funds affiliated with KKR from time to time have in the past co-invested and in the future may co-invest with certain funds affiliated with Morgan Stanley.

50


        Under the terms of its engagement letter, Morgan Stanley provided the board of directors of First Data financial advisory services and a financial opinion in connection with the merger. First Data has agreed to pay Morgan Stanley a fee of $45 million, all of which is contingent on the completion of the merger. First Data has also agreed to reimburse Morgan Stanley for certain of its expenses, including attorneys' fees, incurred in connection with its engagement. In addition, First Data has agreed to indemnify Morgan Stanley and any of its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, relating to or arising out of its engagement and any related transactions.


Projected Financial Information

First Data–Prepared Projected Financial Information

        While First Data generally provides public guidance in January of each calendar year for that fiscal year, First Data does not, as a matter of course, publicly disclose projections of future financial performance, earnings or other results for periods beyond such period and is especially wary of making projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, senior management of First Data did provide projected financial information to KKR and other interested parties who executed confidentiality agreements as well as to the First Data board of directors and the strategic review committee and their respective advisors in connection with a possible transaction with respect to First Data. We have included what we believe to be the material portion of that projected financial information in this proxy statement to provide our stockholders access to certain nonpublic information considered by KKR, Parent, other interested parties that signed confidentiality agreements, the First Data board of directors and the strategic review committee and their respective advisors for purposes of considering and evaluating a possible transaction with respect to First Data. We refer to these as the "First Data–Prepared Projected Financial Information." The inclusion of the First Data–Prepared Projected Financial Information in this proxy statement should not be regarded as an indication that KKR, Parent, Sub, the First Data board of directors or strategic review committee or their respective advisors or any other recipient of the First Data–Prepared Projected Financial Information considered, or now considers, it to be a reliable prediction of future results.

        First Data prepared two scenarios of First Data–Prepared Projected Financial Information. Management indicated that Scenario A, while still subject to various risks, was its "guidance case" based on long term revenue and earnings per share ("EPS") objectives previously communicated to the public and therefore, in its view, the more likely case to be achieved. Management indicated that Scenario B represents a higher end range of management's projections, and reflects, among other things, higher potential performance (and higher risks) for the segments, incremental ability to leverage corporate overhead spending, and accelerated technology initiatives. A number of assumptions were made in preparing the First Data–Prepared Projected Financial Information, as follows:

Scenario A Assumptions

51

52

First Data–Prepared Projected Financial Information
Scenario A
(in millions, except per share numbers)

 
   2007E
   2008E
   2009E
   2010E
   2011E
Revenue   $ 7,842   $ 8,597   $ 9,463   $ 10,396   $ 11,423
Operating Profit   $ 1,162   $ 1,246   $ 1,338   $ 1,472   $ 1,630
Net Income, continuing operations   $ 939   $ 995   $ 1,062   $ 1,148   $ 1,239
Earnings Per Share   $ 1.24   $ 1.35   $ 1.48   $ 1.64   $ 1.80
Free Cash Flow(1)   $ 1,183   $ 1,246   $ 1,383   $ 1,463   $ 1,617
EBITDA(2)   $ 2,056   $ 2,206   $ 2,371   $ 2,493   $ 2,703
(1)
Represents net income from continuing operations excluding depreciation and amortization less capital expenditures and dividends.

(2)
Represents net income from continuing operations before interest, income taxes, depreciation and amortization.

Scenario B Assumptions

        The First Data–Prepared Projected Financial Information described as Scenario B are based on assumptions that, in the aggregate, would result in a higher performance than Scenario A, but would also require the acceptance of greater levels of market risk, execution risk and financial risk than Scenario A.

53

First Data–Prepared Projected Financial Information
Scenario B
(in millions, except per share numbers)

 
   2007E
   2008E
   2009E
   2010E
   2011E
Revenue   $ 7,842   $ 8,685   $ 9,631   $ 10,671   $ 11,821
Operating Profit   $ 1,129   $ 1,301   $ 1,534   $ 1,939   $ 2,280
Net Income, continuing operations   $ 919   $ 1,031   $ 1,187   $ 1,451   $ 1,677
Earnings Per Share   $ 1.22   $ 1.40   $ 1.67   $ 2.14   $ 2.58
Free Cash Flow(1)   $ 1,141   $ 1,244   $ 1,514   $ 1,800   $ 2,051
EBITDA(2)   $ 2,027   $ 2,261   $ 2,547   $ 2,966   $ 3,356
(1)
Represents net income from continuing operations excluding depreciation and amortization less capital expenditures and dividends.

(2)
Represents net income from continuing operations before interest, income taxes, depreciation and amortization.

Subsequent Jointly Prepared Projected Financial Information

        In June 2007, in connection with the syndication of the senior secured credit facilities described under "—Financing—Debt Financing," KKR and First Data's management jointly prepared a set of financial projections for First Data covering fiscal years 2007 through 2011. These projections were provided to certain potential lenders in connection with the syndication of the senior secured credit

54


facilities. We refer to these projections as the "jointly prepared projected financial information." The assumptions in the jointly prepared projected financial information reflect input from KKR and its estimates of the prospects of First Data and the industry. The assumptions underlying the jointly prepared projected financial information are similar to the assumptions in the Scenario B First Data–Prepared Projected Financial Information and, like the assumptions used in the Scenario B First Data–Prepared Projected Financial Information, would result in higher performance than Scenario A, but would also require the acceptance of greater levels of market risk, execution risk and financial risk than Scenario A. The Adjusted Revenue and Adjusted EBITDA from the jointly prepared projected financial information are set forth below (Operating Profit and Net Income from Continuing Operations were not included in the jointly prepared projected financial information made available to potential lenders and accordingly are not presented here).

Jointly Prepared Projected Financial Information
(in millions)

 
   2007E
   2008E
   2009E
   2010E
   2011E
Adjusted Revenue   $ 8,544   $ 9,080   $ 9,765   $ 10,489   $ 11,238
Adjusted EBITDA   $ 2,359   $ 2,741   $ 3,070   $ 3,369   $ 3,681

        The difference between the jointly prepared projected financial information and the Scenario B First Data–Prepared Projected Financial Information is primarily the result of different methodologies used in calculating Adjusted Revenue and Adjusted EBITDA. The jointly prepared projected financial information incorporates various adjustments to Revenue and EBITDA that are not reflected in the Scenario B First Data–Prepared Projected Financial Information. The material adjustments in the jointly prepared Adjusted Revenue and Adjusted EBITDA projections, and material differences in assumptions from the Scenario B Revenue and EBITDA projections, are that the jointly prepared projected financial information:

55

        In addition, the Adjusted Revenue in the jointly prepared projections includes First Data's earnings from its equity alliances whereas earnings from equity alliances are not included in Revenue in the Scenario B First Data–Prepared Projected Financial Information but are instead included as a separate component of net income from continuing operations. This difference in presentation has the effect of increasing the projected Adjusted Revenue relative to the projected Revenue set forth in the Scenario B First Data–Prepared Projected Financial Information but has no effect on Adjusted EBITDA relative to the projected EBITDA set forth in the Scenario B First Data–Prepared Projected Financial Information.

        Furthermore, the jointly prepared financial information includes an Adjusted Pro Forma EBITDA figure for the twelve month period ended March 31, 2007 of $2,510 million. In addition to the adjustments noted above, Adjusted Pro Forma EBITDA excludes certain non-recurring charges, incorporates near term cost savings expected to be achieved on a run rate basis by the end of 2008 and the normalization of acquisitions closed in 2006 and 2007 as if they had occurred on January 1, 2006.

Cautionary Statement Regarding Projected Financial Information

        The First Data–Prepared Projected Financial Information and the jointly prepared projected financial information were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants regarding forward-looking information or generally accepted accounting principles. Neither First Data's independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the First Data–Prepared Projected Financial Information or the jointly prepared projected financial information, nor have they expressed any opinion or any form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the First Data-Prepared Projected Financial Information and the jointly prepared projected financial information. Because the First Data–Prepared Projected Financial Information and the jointly prepared projected financial information covers multiple years, such information by its nature becomes less reliable with each successive year. Furthermore, the projections:


        Readers of this proxy statement are cautioned not to rely on the First Data–Prepared Projected Financial Information or the jointly prepared projected financial information. The First Data–Prepared Projected Financial Information and the jointly prepared projected financial information are not a guarantee of future performance. The First Data–Prepared Projected Financial Information and the jointly prepared projected financial information involve risks, uncertainties and assumptions. The future financial results and stockholder value of First Data may materially differ from those expressed in the First Data–Prepared Projected Financial Information and the jointly prepared projected financial information due to factors that are beyond First Data's ability to control or predict. We cannot assure

56

you that the First Data–Prepared Projected Financial Information or the jointly prepared projected financial information will be realized or that First Data's future financial results will not materially vary from the First Data–Prepared Projected Financial Information and the jointly prepared projected financial information. Other than as stated above with respect to the jointly prepared projected financial information, the First Data–Prepared Projected Financial Information and the jointly prepared projected financial information do not take into account the merger or any of the transactions contemplated by the merger agreement. We do not intend to update or revise the First Data–Prepared Projected Financial Information or the jointly prepared projected financial information.

        First Data has filed a Quarterly Report on Form 10-Q for the three months ended March 31, 2007 which contains its actual results for such period. You should review First Data's Quarterly Report on Form 10-Q for the three months ended March 31, 2007 and all other financial information First Data makes publicly available. The First Data–Prepared Projected Financial Information and the jointly prepared projected financial information are forward-looking statements. For information on factors which may cause First Data's future financial results to materially vary, see "Cautionary Statement Regarding Forward-Looking Statements" on page 16.


Financing

        Parent has informed us that it estimates that the total amount of funds necessary to complete the merger and the related transactions is approximately $29 billion, which includes approximately $26.1 billion to be paid to First Data's stockholders and holders of other equity-based interests in First Data, with the remaining funds being used to refinance certain existing indebtedness and to pay customary fees and expenses in connection with the proposed merger, the financing arrangements and the related transactions.

        Parent or Sub has obtained equity and debt financing commitments for the transactions contemplated by the merger agreement. The following arrangements are intended to provide the necessary financing for the merger and related transactions.

        Parent has received equity commitment letters, each dated as of April 1, 2007, from KKR 2006 Fund L.P., Citigroup Global Markets Inc., Citigroup Capital Partners II 2007, Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., CGI CPE LLC, Credit Suisse Management LLC, Deutsche Bank Investment Partners, Inc., HSBC Bank plc, LB I Group Inc., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., and GMI Investments, Inc. pursuant to which such entities have agreed to contribute $7.171 billion in the aggregate to Parent immediately prior to the closing of the merger.

        We refer to the foregoing entities collectively as the equity providers and refer to the foregoing entities (other than KKR 2006 Fund L.P. and the GS Capital entities) collectively as the bridge financing sources. Subject to the limitations set forth in the merger agreement, KKR 2006 Fund L.P. may assign portions of its commitment to other funds affiliated with KKR and to unaffiliated co-investors. The bridge financing sources may assign all or a portion of their commitments to unaffiliated co-investors subject to the limitations set forth in the merger agreement. Notwithstanding any assignment, the assignor will remain obligated for its commitment to the extent not performed by the assignees.

        The equity commitments described above are generally subject to the satisfaction or waiver of all of the conditions to the obligations of Parent and Sub to effect the closing of the merger under the merger agreement. The equity commitment letters will terminate upon the earliest to occur of

57


(i) termination of the merger agreement, (ii) Parent, any successor or permitted assign or any person acting on their behalf seeking to enforce or cause Parent to enforce a commitment under any of the equity commitment letters, other than at the direction of KKR 2006 Fund L.P., and (iii) subject to certain exceptions, First Data or any of its affiliates asserting in any litigation or other proceeding any claim against any of the equity providers or its affiliates in connection with the merger agreement or any of the transactions contemplated by the equity commitment letter or the merger agreement, including any claim under any limited guarantee provided by any equity provider.

        In addition, New Omaha Holdings Corporation ("Holdco"), a newly formed subsidiary of Parent, has received a commitment letter (the "GS Commitment Letter"), dated as of June 22, 2007, from GS Mezzanine Partners 2006 Fund, L.P. ("GSMP 2006 Onshore") and the Goldman Sachs Group, Inc. ("GS Group") pursuant to which GSMP 2006 Onshore and GS Group have severally and not jointly committed to (i) purchase $380 million and $620 million, respectively, of senior PIK notes of Holdco and (ii) make an equity contribution of $95 million and $155 million, respectively, to Parent, in each case, in connection with the closing of the merger. The conditions precedent to the funding of the commitments under the GS Commitment Letter are substantially the same as certain of the conditions precedent to the debt financing commitments described below. In the event that amounts are funded under the GS Commitment Letter, the amount of equity required to be funded by the bridge financing sources, under the equity commitment letters described above is expected to be reduced.

        Sub has received a debt commitment letter, dated as of April 1, 2007, from Citigroup Global Markets Inc. ("Citigroup"), Credit Suisse ("CS"), Credit Suisse Securities (USA) LLC ("CS Securities"), Deutsche Bank AG Cayman Islands Branch ("DBCI"), Deutsche Bank Securities Inc. ("DBSI"), HSBC Bank USA, National Association ("HSBC"), HSBC Securities (USA) Inc. ("HSBC Securities"), Lehman Commercial Paper Inc. and/or Lehman Brothers Commercial Bank or an affiliate of either thereof (collectively, the "Lehman Lenders"), Lehman Brothers Inc. ("LBI" and, together with the Lehman Lenders, "Lehman"), Goldman Sachs Credit Partners L.P. ("GSCP") and Merrill Lynch Capital Corporation ("MLCC" and, together Citigroup, CS, DBCI, HSBC, Lehman Lenders and GSCP, the "Debt Financing Sources") pursuant to which, subject to the conditions set forth therein:

58

The debt commitments expire on January 20, 2008 (unless the termination date in the merger agreement is extended to January 31, 2008, in which case such debt commitments shall expire on February 29, 2008). The documentation governing the senior secured credit facilities and the bridge facilities has not been finalized and, accordingly, the actual terms of such facilities may differ from those described in this proxy statement. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described herein is not available as anticipated.

        The availability of the facilities contemplated by the debt financing commitments is subject, among other things, to consummation of the merger in accordance with the merger agreement (without giving effect to any amendments or waivers thereto that are materially adverse to the lenders (including without limitation the absence of a material adverse change condition) without the reasonable consent of the lead arrangers), the funding of the equity financing, delivery of "know your customer" and PATRIOT Act information and documentation, delivery of certain historical and pro forma financial information, absence of any competing issues of debt securities or commercial bank or other credit facilities being offered, placed or arranged, expiration of a "Marketing Period" consistent with the definition of "Marketing Period" in the merger agreement, the execution of certain guarantees and the creation of security interests and the negotiation, execution and delivery of definitive documentation.

        General.    The borrower under the senior secured credit facilities will be Sub initially, and First Data, as the surviving corporation in the merger. The senior secured credit facilities will be comprised of a $14 billion senior secured term loan facility with a term of seven years, a portion of the term loan facility may be available in the form of a senior secured delayed draw term loan facility, which will mature on the seventh anniversary of the completion of the merger, a $2 billion senior secured revolving credit facility with a term of six years and at the option of the borrower, an asset-backed securities facility in an aggregate principal amount and on terms to be mutually agreed, which will reduce the aggregate principal amount of the term loan facility on a dollar for dollar basis. The senior secured term loan facility may, at the option of the borrower, include a Euro-denominated tranche in an amount to be determined. The revolving credit facility will include sublimits for the issuance of letters of credit and swingline loans.

        CS Securities, Citigroup, DBSI, HSBC Securities, LBI, GSCP and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") have been appointed as joint lead arrangers and joint bookrunners for the senior secured credit facilities. Credit Suisse will be the sole administrative agent. In addition, additional agents or co-agents for the senior secured credit facilities may be appointed prior to completion of the merger.

        Interest Rate and Fees.    Loans under the senior secured credit facilities are expected to bear interest, at the borrower's option, at (i) a rate equal to LIBOR (London Interbank Offered Rate) (or in the case of loans denominated in Euros, EURIBOR (Euro Interbank Offered Rate)) plus an applicable margin or (ii) a rate equal to the higher of (a) the prime rate and (b) the federal funds effective rate plus 0.50%, plus (in either case) an applicable margin. After the completion of the merger, the applicable margins will be subject to decrease pursuant to a leverage-based pricing grid.

        In addition, First Data will pay customary commitment fees (subject to a decrease based on leverage) and letter of credit fees under the revolving credit facilities. Upon the initial funding of the senior secured credit facilities, Sub has also agreed to pay an underwriting fee to the lead arrangers.

        Guarantors.    All obligations under the senior secured credit facilities and under any interest rate protection, currency exchange, or other hedging or swap arrangement entered into with a lender or any

59


of its affiliates will be unconditionally guaranteed jointly and severally by each of the existing and subsequently acquired or organized material direct and indirect, wholly-owned U.S. restricted subsidiaries of the Borrower (other than certain subsidiaries to be mutually agreed upon).

        Security.    The obligations of the borrowers and the guarantors under the senior secured credit facilities will be secured, subject to permitted liens and other agreed upon exceptions, by all the capital stock of the material subsidiaries wholly-owned directly by First Data or any guarantor (limited, in the case of foreign subsidiaries, to 66% of the voting stock of such subsidiaries) and substantially all present and future tangible and intangible assets of First Data and each other guarantor. If the security (other than any domestic stock pledge and any security interest capable of perfection by the filing of a Uniform Commercial Code financing statement) is not provided on the date on which the merger is completed despite the use of commercially reasonable efforts to do so, the delivery of the security will not be a condition precedent to the availability of the senior secured credit facilities on the date on which the merger is completed, but instead will be required to be delivered following such date pursuant to arrangements to be agreed upon.

        Other Terms.    The senior secured credit facilities will contain customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments and acquisitions, sales of assets, mergers and consolidations, dividends and other distributions on or redemptions of stock and prepayments of certain subordinated indebtedness. The senior secured credit agreement will not contain a financial maintenance covenant, but the availability of certain baskets and other actions will be subject to compliance with an incurrence test. The senior secured facilities will also include customary events of default, including a change of control default.

        Either Sub or First Data is expected to issue (i) up to $5.5 billion in aggregate principal amount of senior unsecured notes and (ii) up to $2.5 billion in aggregate principal amount of senior subordinated notes. The notes will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act. The senior unsecured and senior subordinated notes will be offered to "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act.

        If the offering of notes by either Sub or First Data is not completed on or prior to the initial funding under the senior secured credit facilities, the Debt Financing Sources have committed to provide to Sub or First Data: (i) up to $5.5 billion in loans under a senior unsecured bridge facility and (ii) up to $2.5 billion in loans under a senior subordinated bridge facility. After completion of the merger, First Data will be the borrower under the bridge facilities.

        If the bridge loans are not paid in full on or before the first anniversary of the completion of the merger, the senior unsecured bridge loans will convert into extended term loans maturing on the eighth anniversary of the completion of the merger and the senior subordinated bridge loans will convert into extended term loans maturing on the tenth anniversary of the completion of the merger. Holders of any such senior unsecured or senior subordinated extended term loans may choose to exchange such loans for exchange notes maturing on the eighth and tenth anniversary of the completion of the merger, respectively, and also may, if necessary for the sale of such exchange notes to an unaffiliated third party, fix the interest rate on any such exchange notes. The borrower would be required to register any exchange notes for public resale under a registration statement in compliance with applicable securities laws.

60


        The bridge loans will bear interest at a floating rate equal to LIBOR plus a spread that increases over time, and will contain covenants customary for financings of this type, including covenants restricting the ability of the borrower, among other things and subject to exceptions, to incur or repay certain debt, to make dividends, distributions or redemptions and to incur liens. The borrower will be able to pay interest from time to time on up to $2.75 billion of the senior unsecured bridge loans by issuing additional loans or exchange notes in an amount equal to the interest then due.

        The borrower will be required to prepay the bridge loans, to prepay or offer to prepay the extended loans and to redeem or offer to purchase the exchange notes under certain circumstances, including upon certain non-ordinary course asset sales or certain incurrences of debt (in each case, with certain exceptions) and upon a change of control of First Data.

        Citigroup, CS Securities, DBSI, HSBC Securities, LBI, GSCP and MLPF&S have been appointed as joint lead arrangers and joint bookrunners for the bridge facilities. Citigroup will act as the sole administrative agent for the bridge facilities. In addition, additional agents or co-agents for the bridge facilities may be appointed prior to completion of the merger.


Limited Guarantees

        In connection with the merger agreement, KKR 2006 Fund L.P. and CGI CPE LLC have each absolutely, irrevocably and unconditionally guaranteed a pro rata portion of all payment obligations of Parent and Sub under certain provisions of the merger agreement up to $641,430,762.79 and $24,403,848.84, respectively. GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Offshore Fund, L.P. have jointly, absolutely, irrevocably and unconditionally guaranteed a pro rata portion of all payment obligations of Parent and Sub under certain provisions of the merger agreement up to $34,165,388.37. The guarantees are not subject to an escrow of any funds supporting them and, subject to certain exceptions, will terminate on the earliest of the effective time of the merger, the six month anniversary of the termination date under the merger agreement and the termination of the merger agreement in accordance with its terms if and when the respective guarantor has satisfied in full its obligations under its limited guarantee.


Interests of Our Directors and Executive Officers in the Merger

        In considering the recommendation of the First Data board of directors to adopt the merger agreement, you should be aware that certain directors and executive officers of First Data have interests in the transaction that are different from, or are in addition to, your interests as a stockholder. The First Data board of directors and the strategic review committee were aware of these interests.

        First Data has, since July 26, 2005, maintained a severance/change in control policy that is applicable to the members of First Data's executive committee. Pursuant to the terms of his employment agreement, Mr. Duques is not entitled to participate in this policy. Under the severance/change in control policy, if an executive covered by the policy is terminated by First Data without "cause" at any time or the executive terminates his employment for "good reason" within two years after the merger (such terms are defined below), the executive is entitled to the following benefits:

61

        In addition, whether or not an executive's employment is terminated, all unvested equity awards under First Data's 2002 Long Term Incentive Plan (or any successor plan) held by the executive will become vested on a "change in control" of First Data (as defined in the severance/change in control policy), which will occur on the closing of the merger.

        The following table shows the amount of potential cash payments (excluding any payments for excise taxes as described above) and the value of other severance benefits, each executive officer participating in such policy would be entitled to if his or her employment were terminated without cause or he or she resigned for good reason as of September 1, 2007 (assuming the merger had closed on or before such date):

Name
   Base Salary
Payment ($)
(1)
   Prorated
Target &
Bonus ($)
   Bonus
Payment
($)(2)
   Health
Benefits ($)
(3)
   Financial
Planning
($)(4)
   Total
($)
Henry C. Duques(5)   0   0   0   0   0   0
David P. Bailis   1,050,000   382,808   1,150,000   21,200   20,000   2,624,008
Peter W. Boucher   900,000   332,877   1,000,000   21,200   20,000   2,274,077
David Dibble   1,080,000   382,808   1,150,000   21,200   20,000   2,654,008
Edward A. Labry III   1,500,000   332,877   1,000,000   21,200   20,000   2,874,077
David R. Money   800,000   266,301   800,000   21,200   20,000   1,907,501
Kimberly S. Patmore   1,150,000   399,452   1,200,000   21,200   20,000   2,790,652
Pamela H. Patsley   1,240,000   432,740   1,300,000   21,200   20,000   3,013,940
David J. Treinen   700,000   216,370   650,000   21,200   20,000   1,607,570
(1)
Represents two times the base salary for each executive other than the CEO.

(2)
Represents two times the bonus target for each executive other than the CEO.

(3)
Represents the cost of health benefits for each executive other than the CEO for two years ($10,600 per year).

(4)
Represents the financial planning benefit for each executive other than the CEO for two years ($10,000 per year).

(5)
The First Data severance/change in control policy does not apply to Mr. Duques as provided in his employment agreement.

        None of the above described amounts will be subject to the tax imposed under Section 4999 of the Code.

62


        Under the severance/change in control policy, "cause" is defined as:


        Under the severance/change in control policy, "good reason" is defined as any one of the following:

        All outstanding stock options granted under First Data's equity incentive plans and director plans (including those awards adjusted as a result of the 2006 spin-off of Western Union by First Data into awards for or payable in shares of Western Union stock) will become fully vested upon consummation of the merger.

        Upon consummation of the merger, the outstanding stock options to purchase First Data common stock will be cancelled in exchange for an amount of cash equal to the product of (i) the number of shares of First Data common stock subject to such option and (ii) the excess, if any, of $34.00 over the exercise price per share of such option. The merger agreement provides that Parent and each holder of a First Data stock option may agree that such holder's stock options will be treated in a different manner.

        The table set forth below shows information for the aggregate number of First Data stock options held by our directors and executive officers as of May 1, 2007 as well as the number of First Data stock

63


options and Western Union stock options as of such date that will become vested upon the closing of the merger (in each case assuming the merger had closed as of such date).

Name
   Aggregate
Number of
First Data
Shares Subject
to First Data
Stock Options
   Weighted
Average
Exercise Price
of All First
Data Stock
Options
   Number of
First Data
Shares Subject
to Unvested
First Data Stock
Options
   Weighted
Average
Exercise Price
of Unvested
First Data Stock
Options
   Cash Payment
to be Received
for All First
Data Stock
Options
   Aggregate
Number of
Western
Union Shares
Subject to
Unvested
Western
Union Stock
Options
Directors                              
Daniel P. Burnham   84,673   $ 22.5468   0   $ 0   $ 969,778   0
David A. Coulter   36,188   $ 24.2500   0   $ 0   $ 352,834   0
Alison Davis   130,447   $ 21.8732   0   $ 0   $ 1,581,911   0
Henry C. Duques   1,792,251   $ 23.4285   678,800   $ 25.5550   $ 18,946,699   0
Peter B. Ellwood   38,408   $ 23.5710   0   $ 0   $ 400,558   0
Courtney F. Jones   225,454   $ 21.9458   0   $ 0   $ 2,717,659   0
Richard P. Kiphart   121,752   $ 23.8823   0   $ 0   $ 1,361,431   0
James D. Robinson III   172,864   $ 18.6784   0   $ 0   $ 2,648,556   0
Charles T. Russell   223,678   $ 20.1277   0   $ 0   $ 3,102,918   0
Joan E. Spero   220,277   $ 18.6737   0   $ 0   $ 3,376,032   0
Arthur F. Weinbach   166,265   $ 20.1431   0   $ 0   $ 2,303,915   0
Executive Officers                              
David P. Bailis   630,000   $ 24.7428   442,500   $ 25.0389   $ 5,832,060   162,500
Peter W. Boucher   362,100   $ 25.6860   312,100   $ 25.6563   $ 3,010,490   100,000
David Dibble   437,100   $ 24.5830   324,600   $ 25.2532   $ 4,116,155   112,500
Edward A. Labry III   4,716,856   $ 18.7212   472,400   $ 25.2785   $ 77,243,351   150,000
David R. Money   348,520   $ 22.4733   119,500   $ 24.4820   $ 4,017,281   47,500
Kimberly S. Patmore   929,500   $ 22.0134   385,750   $ 25.2587   $ 11,141,502   131,250
Pamela H. Patsley   1,235,000   $ 20.5214   430,000   $ 25.2512   $ 16,646,019   150,000
David J. Treinen   188,700   $ 20.6551   103,700   $ 24.7399   $ 2,518,178   40,000

        Under the merger agreement, unless otherwise agreed by the holder thereof, upon completion of the merger each share of First Data common stock subject to restrictions shall become vested and entitled to receive the merger consideration and each First Data restricted stock unit shall become vested and entitled to receive an amount equal to the merger consideration. In addition, under the employee matters agreement previously entered into between First Data and Western Union in connection with the spin-off of Western Union, each share of Western Union common stock subject to restrictions and each Western Union restricted stock unit held by a director or officer of First Data will become vested upon completion of the merger. The table below sets forth the number of restricted shares of First Data common stock and restricted stock units covering shares of First Data common stock held by directors and executive officers of First Data that will become vested upon completion of the merger and the consideration to be received by the holder thereof, assuming the merger had closed on May 1, 2007. No payments are required to be made, or will be made, in respect of shares of

64

Western Union common stock in connection with the merger. No directors or executive officers of First Data hold restricted stock units.

Name
   Shares of First
Data Restricted
Stock
   Cash Payment to be Received
for Shares of First Data
Restricted Stock
   Shares of Western
Union Restricted
Stock
Directors              
Daniel P. Burnham   0     0   0
David A. Coulter   0     0   0
Alison Davis   0     0   0
Henry C. Duques   96,000   $ 3,264,000   0
Peter B. Ellwood   0     0   0
Courtney F. Jones   0     0   0
Richard P. Kiphart   0     0   0
James D. Robinson III   0     0   0
Charles T. Russell   0     0   0
Joan E. Spero   0     0   0
Arthur F. Weinbach   0     0   0
Executive Officers              
David P. Bailis   69,600   $ 2,366,400   30,000
Peter W. Boucher   30,000   $ 1,020,000   0
David Dibble   67,500   $ 2,295,000   37,500
Edward A. Labry III   45,600   $ 1,550,400   0
David R. Money   23,877   $ 811,818   1,177
Kimberly S. Patmore   106,000   $ 3,604,000   70,000
Pamela H. Patsley   109,600   $ 3,726,400   70,000
David J. Treinen   9,994   $ 339,796   994

        The merger agreement provides that Parent and the surviving corporation will, to the maximum extent permitted by law, indemnify and advance expenses to each present and former director and officer of First Data and its subsidiaries from costs and liabilities incurred in connection with such person's service as a director or officer at or prior to the effective time of the merger.

        The merger agreement provides that First Data or the surviving corporation will provide directors' and officers' liability insurance coverage for a period of six years after the effective time of the merger with terms that are at least as favorable as the directors' and officers' liability insurance in effect on the date of the merger agreement (although the surviving corporation will not be required to expend more than an amount per year equal to 300% of the annual premiums currently paid by First Data).

        Among other things, the merger agreement provides that:

        See "The Merger Agreement—Employee Matters" for a more complete description of the terms of the merger agreement relating to employee benefit matters.

65


        As of the date of this proxy statement, none of our executive officers who has plans or is expected to remain with the surviving corporation has entered into any arrangement, agreement or understanding with KKR or its affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or its holding company.

        Parent has informed us that it is Parent's intention to retain members of our existing management team (other than Mr. Duques, who has informed the First Data board of directors he does not anticipate having any management or other role after the merger) with the surviving corporation after the merger is completed. We believe that these persons are likely to enter into new arrangements with Parent, Sub or their affiliates regarding employment with, and the right to purchase or participate in the equity of, Parent or the surviving corporation or its holding company. Parent has not yet finalized which members of management will have an opportunity to make an equity investment in Parent or the surviving corporation or its holding company. It is anticipated that any such equity investment may be made by paying cash for shares of the surviving corporation or its holding company or for an equity interest in Parent, by contributing shares of First Data common stock to Parent in exchange for an equity interest in Parent or the surviving corporation or its holding company, or by not exercising outstanding options or restricted stock units and having them converted into options or restricted stock units with respect to Parent or the surviving corporation or its holding company. Parent has also informed us that it intends to set up equity-based incentive compensation plans for management of the surviving corporation. All of the foregoing matters are subject to negotiation and no terms or conditions have yet been finalized.


Regulatory Matters

        The obligation of the parties to consummate the merger is subject to the receipt of certain regulatory approvals under applicable law, including:

66

        Regulatory approvals that may be considered under the last bullet point include, among others, approval from a number of states of the indirect transfer as a result of the merger of the money transmitter licenses held by Integrated Payment Systems Inc. and approval of the Australian Foreign Investment Review Board.


Litigation Relating to the Merger

Pappas v. Kohlberg Kravis Roberts & Co., et al., No. 07-CV-621, Morton Smith Trust v. First Data Corp., et al., No. 07-CV-637, and Gottlieb v. Kohlberg Kravis Roberts & Co., et al., No. 07-CV-1007

        On or about April 2, April 4, and May 23, 2007, three purported class action complaints were filed in the District Court of Arapahoe County, Colorado, on behalf of First Data's public stockholders. On May 8 and June 14, 2007, respectively, Morton Smith Trust and Gottlieb were consolidated with Pappas for all purposes. The consolidated complaint ("Complaint") names as defendants First Data and the members of its board of directors, i.e., Henry Duques, Daniel Burnham, David Coulter, Alison Davis, Peter Ellwood, Courtney Jones, Richard Kiphart, James Robinson III, Charles Russell, Joan Spero, and Arthur Weinbach (collectively the "Individual Defendants"). KKR is also named as a defendant. The Complaint generally alleges that First Data and the Individual Defendants breached their fiduciary duties to First Data's stockholders by approving a merger agreement with an affiliate of KKR that provides inadequate consideration to stockholders, and by disseminating a preliminary proxy statement with material omissions. The Complaint also alleges that the Individual Defendants have conflicts of interest with respect to the proposed merger, that the termination fee provided for in the merger agreement is improper, and that KKR aided and abetted the purported breaches of fiduciary duties. Plaintiffs seek, among other things, the following: class certification; an order enjoining consummation of the merger under the present terms or rescinding it; imposition of a constructive trust upon any improper benefits received by defendants; damages and costs; and any other relief the court may deem appropriate. Defendants moved to dismiss or stay the consolidated cases on May 25, 2007. On June 22, 2007, plaintiffs moved for a preliminary injunction to enjoin consummation of the merger and the dissemination of this Proxy and for expedited discovery. First Data believes these claims and plaintiffs' pending motions are without merit.

First Data Corporation Shareholders Litigation, No. 2873-VCL

        On or about April 10 and April 19, 2007, two additional purported class action complaints arising from the proposed merger of First Data and an affiliate of KKR were filed in the Delaware Court of Chancery, New Castle County. The cases were captioned Larson v. First Data Corp., et al., No. 2873-VCL and Ex rel. Will of Rosenman v. First Data Corp., et al., No. 2903. On May 10, 2007, the cases were consolidated for all purposes. The complaints name as defendants First Data and the Individual Defendants. The complaints also name KKR as a defendant. The complaints generally allege that First Data and the Individual Defendants breached their fiduciary duties to First Data's stockholders by approving a merger agreement with an affiliate of KKR that provides inadequate consideration to stockholders. The complaints also allege that the Individual Defendants have conflicts of interest with respect to the proposed merger, that the termination fee provided for in the merger agreement is improper, and that KKR aided and abetted the purported breaches of fiduciary duties.

67


Plaintiffs seek, among other things, the following: class certification; an order enjoining or rescinding the merger, or granting recissory damages; imposition of a constructive trust upon any allegedly improper benefits received by defendants; an order directing defendants to account for damages and for allegedly improper profits and benefits; costs; and any other relief the court may deem appropriate. On June 25, 2007, plaintiffs filed an amended complaint that, in addition to the above allegations, alleged that defendants breached their fiduciary duties to First Data's stockholders by disseminating a preliminary proxy statement with material omissions. First Data believes these claims are without merit.


Accounting Treatment

        We expect that the merger will be accounted for as a business combination using the purchase method of accounting for financial accounting purposes, whereby the purchase price would be allocated to the assets and liabilities of First Data based on their relative fair values following Financial Accounting Standards No. 141, Business Combinations.


Material U.S. Federal Income Tax Consequences for U.S. Stockholders

        The following is a summary of the material U.S. federal income tax consequences of the merger to certain holders of First Data common stock. This summary is based on the Internal Revenue Code of 1986, as amended, referred to as the "Code" in this proxy statement, regulations promulgated under the Code, administrative rulings by the Internal Revenue Service and court decisions now in effect. All of these authorities are subject to change, possibly with retroactive effect so as to result in tax consequences different from those described below. This summary does not address all of the U.S. federal income tax consequences that might be applicable to a particular holder of First Data common stock. In addition, this summary does not address the U.S. federal income tax consequences of the merger to holders of First Data common stock who are subject to special treatment under U.S. federal income tax laws, including, for example, banks and other financial institutions, mutual funds, insurance companies, tax-exempt organizations, S corporations, corporations that accumulate earnings to avoid U.S. federal income tax, holders that are properly classified as "partnerships" under the Code, dealers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting for their securities, holders who hold their common stock as part of a hedge, straddle or conversion transaction, holders whose functional currency is not the U.S. dollar, certain expatriates, holders who acquired First Data common stock by gift or through the exercise of employee stock options or other compensatory arrangements, holders who are subject to the alternative minimum tax provisions of the Code and holders who do not hold their shares of First Data common stock as "capital assets" within the meaning of Section 1221 of the Code. This summary does not address the U.S. federal income tax consequences to any holder of First Data common stock who or which, for U.S. federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust and this summary does not address the tax consequences of the merger under state, local or foreign tax laws.

        This summary is provided for general information purposes only and is not intended as a substitute for tax advice. Each holder of First Data common stock should consult the holder's tax advisors as to the particular tax consequences of the merger to such holder, including the application and effect of any state, local, foreign or other tax laws and the possible effect of changes to such laws.

        Generally, merger consideration paid to our stockholders will be taxable to our stockholders for U.S. federal income tax purposes. A holder of First Data common stock receiving cash in the merger generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash received and the holder's adjusted tax basis in the First Data common stock surrendered. Any such gain or loss generally will be capital gain or loss if the First Data common stock is held as a capital asset at the effective time of the merger. Any capital gain or loss will

68

be taxed as long-term capital gain or loss if the holder has held the First Data common stock for more than one year prior to the effective time of the merger. If the holder has held the First Data common stock for one year or less prior to the effective time of the merger, any capital gain or loss will be taxed as short-term capital gain or loss. Currently, long-term capital gain for non-corporate taxpayers is taxed at a maximum federal tax rate of 15%. The deductibility of capital losses is subject to certain limitations.

        Your adjusted tax basis in your First Data shares generally should equal the cost of those shares. Holders of First Data common stock who held First Data common stock at the time of the spin-off of The Western Union Company should consider the effect the spin-off had on the adjusted tax basis of their First Data shares and should consult their own tax advisors in that regard. If you acquired your First Data shares at different times, or if some of your First Data shares otherwise have a tax basis that differs from that of others, you will need to make separate basis and holding period calculations for each group of shares.

        Our stockholders who perfect appraisal rights with respect to the merger, as discussed under "Appraisal Rights" beginning on page 89 of this proxy statement, and who receive cash in respect of their shares of First Data common stock, generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash received and the holder's adjusted tax basis in the First Data common stock surrendered. Each such holder should consult the holder's own tax advisor as to the tax consequences of the receipt of cash as a result of exercising appraisal rights.

        Under the Code, a holder of First Data common stock may be subject, under certain circumstances, to information reporting on the cash received in the merger (or pursuant to the exercise of appraisal rights) unless such holder is a corporation or other exempt recipient. Under the U.S. federal backup withholding tax rules, unless an exemption applies, the paying agent will be required to withhold, and will withhold, 28% of all cash payments to which a holder of First Data common stock is entitled in connection with the merger unless (i) the holder provides a tax identification number (social security number in the case of an individual or employer identification number in the case of other holders), (ii) certifies that such number is correct and that no backup withholding is otherwise required and (iii) otherwise complies with such backup withholding rules. Each holder of First Data common stock should complete, sign and return to the paying agent the Substitute Form W-9 in order to provide the information and certifications necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the paying agent. The Substitute Form W-9 will be included as part of the letter of transmittal mailed to each record holder of First Data common stock. Back-up withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.


Delisting and Deregistration of First Data Common Stock

        If the merger is completed, First Data common stock will no longer be traded on the New York Stock Exchange and will be deregistered under the Exchange Act.

69


THE MERGER AGREEMENT

        The following is a summary of the material terms of the merger agreement. This summary does not purport to describe all the terms of the merger agreement and is qualified by reference to the complete merger agreement which is attached as Annex A to this proxy statement. We urge you to read the merger agreement carefully and in its entirety because it, and not this proxy statement, is the legal document that governs the merger.

        The text of the merger agreement has been included to provide you with information regarding its terms. The terms of the merger agreement (such as the representations and warranties) are intended to govern the contractual rights and relationships, and allocate risks, between the parties in relation to the merger. The merger agreement contains representations and warranties that First Data, Parent and Sub made to each other as of specific dates. The representations and warranties were negotiated between the parties with the principal purpose of setting forth their respective rights with respect to their obligation to complete the merger and may be subject to important limitations and qualifications as set forth therein, including a contractual standard of materiality different from that generally applicable under federal securities laws.


General; The Merger

        At the effective time of the merger, upon the terms and subject to the conditions of the merger agreement and in accordance with the DGCL, Sub will merge with and into First Data and the separate corporate existence of Sub will end. First Data will be the surviving corporation in the merger. The certificate of incorporation of First Data will be amended and restated at the effective time of the merger so as to read in its entirety as the certificate of incorporation of Sub in effect immediately prior to the effective time, except that the name of the surviving corporation will be First Data Corporation and the provision regarding the incorporator shall be omitted. The by-laws of First Data in effect immediately prior to the effective time of the merger will be the by-laws of the surviving corporation.

        The directors of Sub immediately prior to the effective time of the merger will be the initial directors of the surviving corporation, until the earliest of their death, resignation or removal or until their successors are duly elected or appointed and qualified. The officers of First Data immediately prior to the effective time of the merger (other than those who Parent determines shall not remain as officers of the surviving corporation) will be the initial officers of the surviving corporation, until the earliest of their death, resignation or removal or until their successors are duly elected or appointed and qualified.


Consideration to be Received Pursuant to the Merger; Treatment of Equity Awards

        The merger agreement provides that, as of the effective time of the merger:

70

        Unless otherwise agreed between Parent and the holder thereof, each option to acquire First Data common stock and each restricted stock unit representing a share of First Data common stock, which is outstanding at the effective time of the merger, whether or not exercisable or vested, will be cancelled in exchange for a cash payment (less any applicable tax withholdings) equal to the product of:

Each share of First Data common stock that is subject to vesting or other risks of forfeiture pursuant to awards under certain First Data stock incentive plans will vest immediately prior to the consummation of the merger, and will be considered outstanding for all purposes of the merger agreement, including, if applicable, the right to receive the merger consideration of $34.00 per share.


Payment for First Data Common Stock in the Merger

        Prior to the effective time of the merger, Parent will select a paying agent reasonably satisfactory to the Company, and the Company will enter into a paying agent agreement with the paying agent. As part of the closing, immediately following the effective time of the merger, the surviving corporation will deposit with the paying agent sufficient cash to pay the First Data stockholders the amounts they are entitled to receive under the merger agreement.

        As soon as practicable after the effective time of the merger, the paying agent will mail to each record holder of First Data common stock a letter of transmittal and instructions for use in effecting the surrender of their shares of First Data common stock in exchange for the merger consideration. You should not send in your shares of First Data common stock until you receive the letter of transmittal. The letter of transmittal and instructions will tell you what to do if you have lost a share, or if it has been stolen or destroyed. You will have to provide an affidavit to that fact and, if required by Parent, post a bond in a customary amount and upon such terms as Parent may require as indemnity against any claim that may be made against Parent or the surviving corporation with respect to such lost, stolen or destroyed shares.

        The paying agent will pay your merger consideration to you after you have surrendered your shares (or affidavits of loss in lieu thereof) for cancellation to the paying agent together with the duly executed letter of transmittal and any other documents as may reasonably be required by the paying agent. Interest will not be paid or accrued in respect of cash payments of merger consideration. Parent, the surviving corporation and the paying agent may reduce the amount of any merger consideration paid to you by any applicable taxes.


Representations and Warranties

        First Data has made certain customary representations and warranties in the merger agreement to Parent and Sub, including as to:

71

        Certain aspects of the representations and warranties of First Data are qualified by the concept of "material adverse effect." For the purposes of the merger agreement, a "material adverse effect" on First Data means any change, circumstance, event or effect (an "Effect") that, when considered either individually or in the aggregate together with all other Effects is materially adverse to the business, properties, assets, financial condition or results of operations of First Data and its subsidiaries taken as a whole.

        Notwithstanding the foregoing, in no event shall any of the following Effects be deemed to constitute, or be taken into account in determining whether there has been, a "material adverse effect" on First Data:

72

        Parent and Sub have each made certain representations and warranties in the merger agreement to First Data, including as to:

73


        The representations and warranties contained in the merger agreement do not survive the effective time of the merger.


Agreements Relating to First Data's Interim Operations

        First Data has agreed that until the effective time of the merger, subject to certain exceptions, First Data and its subsidiaries will carry on their businesses in all material respects in the ordinary course consistent with past practice and will use their reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with governmental entities, alliances, customers, suppliers, employees and business associates.

        In addition, First Data has agreed, subject to certain exceptions, that neither it nor any of its subsidiaries will, prior to the effective time of the merger, do any of the following without the prior written consent of Parent:

74

75


Solicitation Period

        The merger agreement provides that from the date of the merger agreement until 12:01 a.m. Eastern Time on May 22, 2007 (which May 22, 2007 date we refer to as the no-shop period start date), First Data and its subsidiaries and their respective officers, directors, employees, agents, advisors and other representatives (which we collectively refer to as First Data representatives) had the right to:

        Within two business days after the no-shop period start date, First Data was required to advise Parent of the number (but not identity) of excluded parties (as defined below) and provide to Parent, at First Data's election, either a copy of any takeover proposal from an excluded party, or a written summary of the material terms of any takeover proposal from an excluded party. First Data has notified Parent that there are no excluded parties. If there were any excluded parties, First Data would have had the right to continue to engage in the activities described above with respect to any excluded party, including with respect to any amended proposal submitted by such excluded parties following the no-shop period start date.

        For purposes of the merger agreement, a takeover proposal means any proposal or offer, on its most recently amended and modified terms, from any person or group other than Parent and its affiliates relating to:


        For purposes of the merger agreement, an excluded party refers to any person, group of persons or group that includes any person (so long as such person and the other members of such group, if any, who were members of such group immediately prior to the no-shop period start date constitute at least 50% of the equity financing of such group at all times following the no-shop period start date and prior

76

to the termination of the merger agreement) from whom First Data received after April 1, 2007 and prior to the no-shop period start date a written takeover proposal that the board or a committee thereof determined in good faith is bona fide and constituted or could reasonably be expected to result in a superior proposal (as defined under "—No Solicitation of Competing Proposals After the Solicitation Period" below); provided that any excluded party would cease to be an excluded party at such time as the takeover proposal made by such excluded party failed to constitute either a superior proposal or, in the good faith judgment of the board or any committee thereof, a takeover proposal that could reasonably be expected to result in a superior proposal.


No Solicitation of Competing Proposals After the Solicitation Period

        The merger agreement provides that, except as may relate to any excluded party and subject to certain other exceptions described below, First Data and its subsidiaries and their respective directors and officers will, and First Data will use its reasonable best efforts to cause the other First Data representatives to:

        Notwithstanding the restrictions on solicitation described above, if at any time following the no-shop period start date and prior to obtaining stockholder adoption of the merger agreement, First Data receives a written takeover proposal made after the no-shop period start date, First Data and the First Data representatives may contact such person or group of persons to clarify the terms and conditions of such takeover proposal. Additionally, First Data may

        if the First Data board of directors or any committee thereof determines in good faith:

        The merger agreement requires First Data to advise Parent of the receipt by it of any takeover proposal made on or after the no-shop period start date within 48 hours of receipt by First Data, and during such 48 hour period, First Data shall, provide Parent, at First Data's option, either a copy of any such takeover proposal or a written summary of the material terms of such takeover proposal.

77

        For purposes of the merger agreement, a superior proposal means any takeover proposal, with all thresholds in the definition of takeover proposal changed to 50%, that is on terms that the First Data board or any committee thereof determines, in its good faith judgment, after consultation with a financial advisor, would, if consummated, be more favorable from a financial point of view to First Data's stockholders than the transactions contemplated by the merger agreement after taking into account the likelihood and timing of consummation and all material legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such takeover proposal.


Special Meeting of First Data Stockholders; Recommendation of Our Board of Directors

        Requirement to Make Recommendation.    The merger agreement provides that First Data will duly call and hold a meeting of its stockholders as soon as practicable after the proxy statement is cleared by the SEC for the purpose of obtaining the adoption of the merger agreement, unless the board or any committee thereof, after consultation with outside counsel, reasonably believes that holding the stockholders meeting would be inconsistent with its fiduciary duties under applicable law. The merger agreement further provides that, except in certain limited circumstances described below, our board must recommend adoption of the merger agreement by First Data's stockholders.

        Subject to certain exceptions, the merger agreement prohibits our board or any committee thereof from:

The actions described in the first two bullet points are referred to as an "adverse recommendation change."

        Change of Recommendation/Termination Other than in Response to Takeover Proposal.    Other than in response to a takeover proposal, the First Data board of directors or any committee thereof may make an adverse recommendation change and/or terminate the merger agreement at any time prior to the adoption of the merger agreement by the stockholders, if the First Data board of directors or any committee thereof determines in good faith, after consultation with its outside counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable law; provided that before taking either of the foregoing actions, First Data must provide Parent with the opportunity to adjust the terms and conditions of the merger agreement as though a superior proposal that is not an excluded superior proposal had been received by First Data.

        Change of Recommendation/Termination in Response to Superior Proposal.    Further, at any time prior to obtaining stockholder adoption of the merger agreement, if First Data has received a takeover proposal that has not been withdrawn or abandoned and that the First Data board of directors or any committee thereof concludes in good faith constitutes a superior proposal after giving effect to the match rights described below, if applicable, the First Data board of directors or any committee thereof may:

78

        The First Data board of directors or a committee thereof may only take the actions described in the immediately preceding paragraph if it has concluded in good faith, after consultation with its outside counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable law.

        Furthermore, unless the superior proposal is an excluded superior proposal (as defined below), the First Data board of directors or any committee thereof may not take either of the foregoing actions unless First Data has:

        If during such period any revisions are made to the superior proposal that the First Data board of directors or any committee thereof in its good faith judgment determines are material (which would include an adjustment to the purchase price), First Data will be required to deliver a new written notice to Parent and Sub and restart the match period but the notice period will be reduced to two calendar days.

        The match rights above do not apply to an excluded superior proposal which is a superior proposal made at any time by any excluded party provided that the excluded party (i) is not (I) a private equity or hedge fund or (II) a person in which (1) private equity or hedge funds or investors therein who have co-invested therewith, directly or indirectly, as of March 23, 2007 represent 10% or more of the debt or equity financing (excluding debt financing from any commercial bank so long as such commercial bank and its affiliates are not providing equity financing or debt financing convertible or exchangeable into equity) of such person or (2) after March 23, 2007, private equity or hedge funds or investors therein who have co-invested therewith, directly or indirectly, provide any additional or new debt or equity financing, and, in the case of each of clause (1) and (2), as to which no private equity or hedge fund, directly or indirectly, has a veto right with respect to the investment and acquisition decisions of such person or (ii) if the excluded party consists of a group of persons, then (A) persons representing, directly or indirectly, all of the debt and equity financing (excluding debt financing from any commercial bank so long as such commercial bank and its affiliates are not providing equity financing or debt financing convertible or exchangeable into equity) of such group are not private equity or hedge funds or investors therein who have co-invested therewith and (B) no private equity or hedge fund or investors therein who have co-invested therewith, directly or indirectly, has a veto right with respect to the investment and acquisition decisions of such group.

        As previously noted, there are no excluded parties. Accordingly, Parent would have match rights if First Data received a superior proposal.

        Nothing in the merger agreement will prohibit First Data or the board or any committee thereof from complying with Rules 14a-9, 14d-9 and 14e-2 under the Exchange Act or from making any disclosure to its stockholders if, in the good faith judgment of the board or any committee thereof, after consultation with outside counsel, the failure to do so would be inconsistent with its fiduciary duties under applicable law or is otherwise required under applicable law.


Financing Covenants

        Pursuant to the merger agreement, Parent and Sub will use their reasonable best efforts to arrange and obtain the debt financing set forth in the executed commitment letters from the Debt Financing Sources including using reasonable best efforts to (i) maintain in effect the debt commitment letters, (ii) negotiate definitive agreements with respect thereto on terms and conditions contemplated by the

79


debt commitment letters, (iii) satisfy on a timely basis all conditions applicable to Parent and Sub in the debt commitment letters that are within their control and comply with their obligations thereunder and (iv) enforce their rights under the debt commitment letters.

        The merger agreement further provides that First Data and its subsidiaries will provide all cooperation reasonably requested by Parent in connection with the arrangement of the financing, including providing specified financial information. If any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the commitment letters, Parent and Sub are required to use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated in the merger agreement on terms no less favorable to Parent than those described in the commitment letters (as determined in the reasonable judgment of Parent and Sub).


Marketing Period

        Unless otherwise agreed by the parties to the merger agreement, the parties are required to close the merger on the third business day after the satisfaction or waiver of the conditions described under "—Conditions to the Merger" below, provided that the parties are not obligated to close the merger until the earliest to occur of (i) a date during the marketing period specified by Sub on no less than three business days notice to First Data, (ii) the final day of the marketing period and (iii) under specified circumstances, the termination date as described in "—Termination of the Merger Agreement."

        The "marketing period" means the first period of twenty (20) consecutive calendar days after the date of the merger agreement throughout which:

        If the marketing period would not end on or prior to August 16, 2007, the marketing period will commence no earlier than September 3, 2007, and if the marketing period would not end on or prior to December 20, 2007, the marketing period will commence no earlier than January 2, 2008. In addition, the marketing period will not be deemed to have commenced if, prior to the completion of the marketing period, Ernst & Young LLP shall have withdrawn its audit opinion with respect to any financial statements contained in First Data's reports filed with the SEC since December 31, 2004 (as such reports have been amended prior to April 1, 2007).

        The purpose of the marketing period is to provide Parent and Sub with a reasonable and appropriate period of time during which they can market and place the permanent debt financing contemplated by the debt financing commitments for the purposes of financing the merger.


Parent Covenants Regarding No Exclusive Arrangements

        Parent, Sub and the parties providing equity funding to Parent have agreed to not:

80

        In addition Parent, Sub and the parties providing equity funding to Parent have agreed not to enter into any contract relating to the transactions contemplated by the merger agreement with specified customers or strategic partners of First Data on an exclusive basis.


Debt Tender Offers

        Pursuant to the merger agreement, after the no-shop period start date, First Data will, upon the request by Parent to do so, use its reasonable best efforts to commence offers to purchase and consent solicitations with respect to all of the outstanding aggregate amount and all other amounts due of certain of First Data's outstanding debt securities. Parent also may request that, in lieu of commencing such debt tender offers, First Data redeem, defease or satisfy and/or discharge its debt securities, as applicable, in accordance with the terms of the indenture governing such debt securities at the effective time of the merger.


Indemnification and Insurance of First Data's Directors and Officers

        The merger agreement provides that Parent and the surviving corporation will, to the maximum extent permitted by Delaware law, indemnify and advance expenses to each present and former director and officer of First Data and its subsidiaries from costs and liabilities incurred in connection with such person's service as a director or officer at or prior to the effective time of the merger.

        The merger agreement provides that First Data or the surviving corporation will provide directors' and officers' liability insurance coverage for a period of six years after the effective time of the merger with terms that are at least as favorable as the directors' and officers' liability insurance in effect on the date of the merger agreement (although the surviving corporation will not be required to expend more than an amount per year equal to 300% of the annual premiums currently paid by First Data); provided, however, that if the premiums of such insurance coverage exceed such amount, the surviving corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount.


Employee Matters

        The merger agreement provides that:

81


        The merger agreement further provides that nothing contained in the employee benefits section of the agreement shall be deemed to grant any employee any right to continued employment after the effective time of the merger, ensure a continued amount of commission-based compensation or interfere with the surviving corporation's right or obligation to make changes as are necessary to conform to applicable law.


Employee Stock Purchase Plan and Deferred Compensation Plan

        The merger agreement provides that, effective as of April 1, 2007, First Data shall suspend all rights to purchase shares of First Data common stock under its stock purchase plan. First Data may honor purchase elections made prior to April 1, 2007 with respect to purchases to be made at the end of the first and second quarters of 2007 in accordance with the terms of the stock purchase plan. The merger agreement further provides that such plan shall be terminated as of the effective time of the merger.


Reasonable Best Efforts

        The merger agreement provides that:

82


Conditions to the Merger

        The obligations of First Data, Parent and Sub to complete the merger are subject to the satisfaction or waiver, at or prior to the effective time of the merger, of the following conditions:

83

        First Data's obligation to complete the merger is subject to satisfaction or waiver, at or prior to the effective time of the merger, of the following additional conditions:

        Parent's and Sub's obligations to complete the merger are subject to satisfaction or waiver, at or prior to the effective time of the merger, of the following additional conditions:

84


Termination of the Merger Agreement

        Parent and First Data may agree to terminate the merger agreement at any time prior to the effective time of the merger by mutual written consent of Parent and First Data. Either Parent or First Data also may terminate the merger agreement at any time prior to the effective time of the merger, if:

        Parent also may terminate the merger agreement at any time prior to the effective time of the merger, if:

85

        First Data also may terminate the merger agreement at any time prior to the effective time of the merger, if:


Effects of Terminating the Merger Agreement

        If the merger agreement is terminated, the merger agreement becomes void and there shall be no liability or obligation on the part of First Data, Parent or Sub or their respective officers, directors, stockholders or affiliates except with respect to the limited guarantees, the debt tender offers, certain expense reimbursement and indemnification provisions and the termination and general provisions of the agreement and liability for any willful and knowing breach of the merger agreement, and as provided under "—Fees and Expenses."

        Under certain circumstances we have agreed to pay Parent a termination fee which will be (i) $250 million if the fee becomes payable in connection with a takeover proposal from an excluded party or (ii) $700 million in all other circumstances. Because we did not receive any takeover proposal during the go-shop period and there are no excluded parties, any termination fee payable by us would be in the amount of $700 million. We also have agreed to pay Parent's expenses up to $40 million under specified circumstances.

        We will:

86

        Parent and the guarantors have agreed to pay us a termination fee of $700 million or our expenses up to $40 million under specified circumstances. Parent or the guarantors will:

87


Limited Remedies; Maximum Recovery

        If the merger agreement is terminated and a termination fee or Parent's expenses become payable, the termination fee or expenses is Parent's and Sub's exclusive remedy against us. In addition, Parent and Sub can seek specific performance against us if the merger agreement has not been terminated.

        If the merger agreement is terminated and a termination fee or our expenses become payable by Parent or Sub, the termination fee or expenses is our exclusive remedy against Parent for any loss suffered as a result of the failure of the merger to be consummated. In addition, we cannot seek specific performance against Parent or Sub, except with respect to Parent's obligation as the sole stockholder of Sub to adopt the merger agreement, the confidentiality provisions and the provisions of the merger agreement prohibiting Parent and its equity financing sources from having exclusive arrangements with financing sources or our customers or strategic partners. In all circumstances, Parent's and Sub's maximum liability under the merger agreement is capped at $700 million.


Fees and Expenses

        Except as otherwise described under "—Effects of Terminating the Merger Agreement," and subject to certain limited exceptions, all costs and expenses incurred in connection with the merger agreement and the merger will be paid by the party incurring such expenses whether or not the merger is consummated.


Amendment of the Merger Agreement and Extension and Waiver

        Any provision of the merger agreement may be amended by First Data, Parent and Sub by written instrument signed by each of First Data, Parent and Sub at any time prior to or after obtaining the stockholders of First Data adopt the merger agreement, but if such adoption has been obtained, then no amendment may be made that by law requires further approval of First Data's stockholders without obtaining such further approval.

        Prior to the effective time of the merger, First Data, Parent and Sub may, by written instrument signed by the applicable party and to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts by the other parties, (ii) waive any inaccuracies in the representations and warranties contained in the merger agreement or in any document delivered pursuant to the merger agreement or (iii) waive compliance with any of the agreements or conditions of the merger agreement.


General Provisions

        The merger agreement is to be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

        The general provisions section of the merger agreement also contains additional provisions regarding the non-survival of representations and warranties and agreements, notices, counterparts, third-party beneficiaries, waiver of jury trial, assignment, severability, enforcement of the merger agreement, obligations of subsidiaries and the surviving corporation and the interpretation and construction of the merger agreement.

88


APPRAISAL RIGHTS

        The following discussion is not a complete statement of appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262 of the DGCL, which explains the procedures and requirements for exercising statutory appraisal rights and which is attached as Annex D to this proxy statement and incorporated herein by reference. All references in Section 262 of the DGCL and in this summary to a "stockholder" are to the record holder of the shares of First Data common stock as to which appraisal rights are asserted. Stockholders intending to exercise appraisal rights should carefully review Annex D. This proxy statement constitutes notice to our stockholders concerning the availability of appraisal rights under Section 262 of the DGCL.

        A stockholder who wishes to exercise appraisal rights should carefully review the following discussion and Annex D to this proxy statement, because failure to timely and fully comply with the procedures required by Section 262 of the DGCL will result in the loss of appraisal rights.

        Under the DGCL, First Data stockholders who do not wish to accept the $34.00 per share merger consideration have the right, subject to compliance with the requirements summarized below, to dissent and demand an appraisal by the Delaware Court of Chancery of the "fair value" of their shares of First Data common stock and to be paid in cash such amount in lieu of the merger consideration that they would otherwise be entitled to receive if the merger is consummated. For this purpose, the fair value of our shares of common stock will be their fair value, excluding any element of value arising from the consummation or expectation of consummation of the merger, and including a fair rate of interest, if any, as determined by that court.

        Stockholders who desire to exercise their appraisal rights must satisfy all of the conditions of Section 262 of the DGCL, including:

89

        Neither voting (in person or by proxy) against, abstaining from voting on or failing to vote on the proposal to adopt the merger agreement will constitute a written demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

        A demand for appraisal must be executed by or on behalf of the stockholder of record, fully and correctly, as such stockholder's name appears on the stock certificate. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, this demand must be executed by or for the fiduciary. If the shares are owned by or for more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record. However, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he is acting as agent for the record owner. A person having a beneficial interest in First Data common stock held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow the steps summarized below in a timely manner to perfect whatever appraisal rights the beneficial owners may have.

        A stockholder who elects to exercise appraisal rights should mail or deliver his, her or its written demand to us at our principal executive offices at First Data Corporation, 6200 South Quebec Street, Suite 320-B, Greenwood Village, Colorado 80111, Attention: Corporate Secretary. The written demand for appraisal should state the stockholder's name and mailing address, the number of shares of First Data common stock owned by the stockholder and must reasonably inform us that the stockholder intends thereby to demand appraisal of his, her or its shares of First Data common stock. Within ten days after the effective date of the merger, we will provide notice of the effective date of the merger to all of our stockholders who have complied with Section 262 of the DGCL and have not voted to adopt the merger agreement.

        A record holder, such as a broker, fiduciary, depositary or other nominee, who holds shares of First Data common stock as a nominee for others, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the written demand must set forth the number of shares covered by such demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares of First Data common stock outstanding in the name of such record owner.

        Within 120 days after the effective date of the merger (but not thereafter), any stockholder who has satisfied the requirements of Section 262 of the DGCL may deliver to us a written demand for a statement listing the aggregate number of shares not voted in favor of adoption of the merger

90


agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. We, as the surviving corporation in the merger, must mail such written statement to the stockholder within ten days after the stockholders' request is received by us or within ten days after the latest date for delivery of a demand for appraisal under Section 262 of the DGCL, whichever is later.

        Upon the filing of a petition in the Court of Chancery of the State of Delaware within 120 days after the effective date of the merger as set forth above, by a stockholder demanding a determination of the fair value of First Data common stock, service of a copy of the petition must be made upon us. We must then, within 20 days after service, file in the office of the Register in Chancery in which the petition was filed, a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached with us. If we file a petition, the petition must be accompanied by the duly verified list. The Register in Chancery, if so ordered by the court, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to us and to the stockholders shown on the list at the addresses therein stated, and notice also will be given by publishing a notice at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or such publication as the court deems advisable. The court must approve the forms of the notices by mail and by publication, and we must bear the costs of the notices.

        At the hearing on the petition, the Court of Chancery of the State of Delaware will determine which stockholders have become entitled to appraisal rights. The court may require the stockholders who have demanded an appraisal for their shares (and who hold stock represented by certificates) to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings and the Court of Chancery of the State of Delaware may dismiss the proceedings as to any stockholder that fails to comply with such direction.

        After determining which stockholders are entitled to appraisal rights, the court will appraise the shares owned by these stockholders, determining the "fair value" of such shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining such fair value, the court shall take into account all relevant factors. Our stockholders considering seeking appraisal of their shares should note that the fair value of their shares determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

        The costs of the appraisal proceeding may be determined by the court and taxed against the parties as the court deems equitable under the circumstances. Upon application of a stockholder who has perfected appraisal rights, the court may order that all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal.

        If a stockholder demands appraisal rights in compliance with the requirements of Section 262 of the DGCL, then, after the effective time of the merger, such stockholder will not be entitled to: (i) vote such stockholder's shares of First Data common stock for any purpose; (ii) receive payment of dividends or other distributions on such stockholder's shares that are payable to stockholders of record at a date after the effective time of the merger; or (iii) receive payment of any consideration provided for in the merger agreement.

        A stockholder may withdraw his, her or its demand for appraisal rights by a writing withdrawing his, her or its demand for appraisal and accepting the merger consideration at any time within 60 days after the effective time of the merger, or at any time thereafter with our written approval. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery shall be

91

dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just. If any First Data stockholder withdraws his, her or its demand for appraisal rights, then his, her or its shares of First Data common stock will be automatically converted into the right to receive $34.00 per share in cash pursuant to the merger agreement, without interest.

        Any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise appraisal rights. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of a stockholder's statutory appraisal rights.

92


PROPOSAL NO. 2: ADJOURNMENTS OF THE SPECIAL MEETING

Proposal for Adjournments

        We are asking our stockholders to vote on a proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to adopt the merger agreement.

        Our board of directors recommends that you vote "FOR" the proposal to approve any adjournments of the special meeting for the purpose of soliciting additional proxies.


Postponements of the Special Meeting

        At any time prior to convening the special meeting, our board of directors may postpone the special meeting for any reason without the approval of our stockholders.

93


MARKET PRICE OF FIRST DATA COMMON STOCK

        Our common stock is traded on the New York Stock Exchange under the ticker symbol "FDC." As of June 21, 2007, there were 4,383 holders of record of our common stock. The following table sets forth, for the indicated calendar periods, the reported intraday high and low sales prices of our common stock on the NYSE Composite Tape and the cash dividends per share of common stock.

 
   Market Price Range
    
  
 
   High
   Low
   Dividend
  
Fiscal Year Ending December 31, 2007:                    
Second Quarter (through June 25, 2007)   $ 32.97   $ 31.63   $ 0.03 (1)
First Quarter     27.23     24.00     0.03  
Fiscal Year Ended December 31, 2006:                    
Fourth Quarter(2)     25.74     21.93     0.03  
Third Quarter     45.58     39.22     0.06  
Second Quarter     48.88     43.91     0.06  
First Quarter     48.45     41.76     0.06  
Fiscal Year Ended December 31, 2005:                    
Fourth Quarter     44.75     38.60     0.06  
Third Quarter     43.22     39.30     0.06  
Second Quarter     40.86     36.50     0.06  
First Quarter     42.44     38.50     0.06  
(1)
Payment date is July 2, 2007.

(2)
On September 29, 2006, we spun off our Western Union money transfer business as an independent publicly traded company in the form of special dividend distributed to holders of First Data common stock as of the record date for such dividend (the New York Stock Exchange closing price of The Western Union Company common stock trading "when issued" on September 29, 2006 was $19.13). Subsequent to the spin-off, in December 2006, we decreased our quarterly dividend for common stockholders to $0.03 per share of common stock from $0.06 per share of common stock.

        On March 30, 2007, the last trading day prior to the date of the public announcement of the merger agreement, the closing price of First Data common stock on the New York Stock Exchange was $26.90 per share. On June 25, 2007, the last trading day before the date of this proxy statement, the closing price of First Data common stock on the New York Stock Exchange was $31.88 per share. You are encouraged to obtain current market quotations for First Data common stock.

        Under the terms of the merger agreement, we may pay quarterly dividends of up to $0.03 per share. No quarterly dividend will be paid with respect to the quarter in which the effective time of the merger occurs if the payment date would be after the effective time of the merger.

94


SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of Common Stock by Certain Beneficial Owners

        The following table sets forth information regarding the ownership of First Data common stock by persons believed by First Data to beneficially own more than 5% of First Data common stock based solely upon filings with the SEC. The percentage ownership of common stock is based on the number of shares outstanding as of December 31, 2006.

Name and Address
   Amount and Nature of
Beneficial Ownership
   Percent of Class
  
Wellington Management Company, LLP(1)
75 State Street
Boston, MA 02109		   46,094,607   6.02 %
(1)
A Schedule 13G dated February 14, 2007 was filed by Wellington Management Company, LLP indicating it had shared power to vote or to direct the vote of 30,749,486 shares and the shared power to dispose or to direct the disposition of 46,094,607 shares.


Ownership of Common Stock by Directors and Executive Officers

        The following table indicates how many shares of common stock were beneficially owned as of January 1, 2007 by (i) all directors, (ii) First Data's chief executive officer, chief financial officer, the three most highly-compensated executive officers other than the chief executive officer and chief financial officer and other than two executives whose employment with us terminated on September 29, 2006, and (iii) all directors and executive officers as a group. The table does not include information for Christina Gold or Guy Battista. Effective as of the spin-off of Western Union, they became employees of Western Union and their employment with First Data terminated.

        In general, "beneficial ownership" includes the shares of common stock that a director or executive officer has the power to vote or the power to dispose and stock options or warrants that are exercisable currently or become exercisable or redeemable within 60 days. Except as otherwise noted,

95


the persons named in the table below have sole voting and investment power with respect to all securities shown as beneficially owned by them.

Name
   Amount and Nature of
Beneficial Ownership(1,2)
  
David P. Bailis   225,997  
Daniel P. Burnham   84,673  
David A. Coulter   36,188  
Alison Davis   130,447  
Henry C. Duques   2,221,662 (3)
Peter B. Ellwood   38,408  
Courtney F. Jones   362,915  
Richard P. Kiphart   3,162,439  
Edward A. Labry III   4,258,289  
Kimberly S. Patmore   666,562  
Pamela H. Patsley   901,000  
James D. Robinson III   322,864  
Charles T. Russell   289,564  
Joan E. Spero   236,773  
Arthur F. Weinbach   169,196  
Michael T. Whealy   1,071,667  
All directors and executive officers as a group (20 persons)   14,659,284 (4)
(1)
The number of shares reported includes shares covered by options that are exercisable within 60 days of January 1, 2007 as follows: Mr. Bailis, 187,500; Mr. Burnham, 84,673; Mr. Coulter, 36,188; Ms. Davis, 130,447; Mr. Duques, 1,113,451; Mr. Ellwood 38,408; Mr. Jones, 322,915; Mr. Kiphart, 126,680; Mr. Labry, 4,244,456; Ms. Patmore, 543,750; Ms. Patsley, 805,000; Mr. Robinson, 172,864; Mr. Russell, 223,678; Ms. Spero, 220,277; Mr. Weinbach, 166,265; Mr. Whealy, 977,316; all directors and executive officers as a group; 9,817,888.

(2)
The number of shares reported includes the following number of shares pledged as security: Mr. Kiphart, 300,000 and Mr. Labry, 13,833.

(3)
Includes 8,536 shares held by Mr. Duques' wife.

(4)
The percent of outstanding Common Stock beneficially owned by all directors and executive officers as a group is approximately 1.95. The percentage beneficially owned by any director does not exceed 1%.

96


SUBMISSION OF STOCKHOLDER PROPOSALS

        If the merger is completed, we will have no public stockholders and there will be no public participation in future meetings of our stockholders. If the merger is not completed and we hold an annual meeting, in order to be eligible for inclusion in our proxy materials for our 2008 annual meeting in which our public stockholders participate, written notice of any stockholder proposal must be received by us a reasonable time before we begin to print and mail our proxy materials for such annual meeting. Shareholder proposals intended to be presented at the 2008 annual meeting of stockholders must have been received by the Corporate Secretary of First Data no later than December 19, 2007 to be considered for inclusion in our proxy statement relating to the 2008 annual meeting. In addition, any stockholder who wishes to propose a nominee to the board of directors or submit any other matter to a vote at the 2008 annual meeting of stockholders (other than a stockholder proposal included in our proxy materials pursuant to SEC Rule 14a-8) must deliver such information to our Corporate Secretary no earlier than January 31, 2008 and no later than March 1, 2008 and must comply with the other provisions and requirements of Article II, Sections 9 and 10 of our By-laws, which are on file with the SEC and may be obtained from our Corporate Secretary upon request.


OTHER MATTERS

        We currently know of no other business that will be presented for consideration at the special meeting. Nevertheless, the enclosed proxy confers discretionary authority to vote with respect to matters described in Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended, including matters that the board of directors does not know, a reasonable time before proxy solicitation, are to be presented at the meeting. If any of these matters are presented at the meeting, then the proxy agents named in the enclosed proxy card will vote in accordance with their judgment.


HOUSEHOLDING OF SPECIAL MEETING MATERIALS

        Some banks, brokerages and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of this proxy statement may have been sent to multiple stockholders in your household. First Data will promptly deliver a separate copy of this proxy statement to you if you call or write First Data at the following address or telephone number: First Data Corporation, Investor Relations Department, 6200 S. Quebec Street, Suite 340, Greenwood Village, CO 80111, telephone number (303) 967-6756. If you want to receive separate copies of our proxy statements or annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact First Data at the above address and telephone number.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports and proxy statements with the SEC. These reports and statements contain additional information about us. You may read and copy any reports, proxy statements or other information that we file with the SEC at the SEC's public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You also may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Our public filings are also available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov and on our website at www.firstdata.com under Investor Relations—Financial Reports—SEC Filings. The information provided on our website is not part of this proxy statement, and is not incorporated by reference in this proxy statement.

97


        Reports, proxy statements or other information concerning us also may be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

        Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of reports, proxy statements or other information concerning us, without charge, by written or telephonic request directed to us at First Data Corporation, Investor Relations Department, 6200 S. Quebec Street, Suite 340, Greenwood Village, CO 80111, telephone number (303) 967-6756. If you would like to request documents, please do so by July 24, 2007, in order to receive them before the special meeting.

        A list of stockholders will be available for inspection by stockholders at First Data's Investor Relations Department located at 6200 S. Quebec Street, Suite 340, Greenwood Village, CO 80111 during ordinary business hours for a period of ten days prior to the date of the special meeting.

        We are "incorporating by reference" information into this proxy statement, meaning that we are disclosing important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, except to the extent that the information is superseded by information in this proxy statement.

        The following documents contain important information about us and our financial condition and operating results, and are hereby incorporated by reference in this proxy statement:

        We also incorporate by reference any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and prior to the date of the special meeting. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed. The information we file later with the SEC may automatically update and supersede the information contained in this proxy statement.

        No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated June 26, 2007. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.

98


ANNEX A

         AGREEMENT AND PLAN OF MERGER
AMONG
NEW OMAHA HOLDINGS L.P.,
OMAHA ACQUISITION CORPORATION
AND
FIRST DATA CORPORATION
DATED AS OF APRIL 1, 2007


TABLE OF CONTENTS

 
    
ARTICLE I
DEFINITIONS; INTERPRETATION

Section 1.1
 
Definitions
Section 1.2   Interpretation

ARTICLE II
THE MERGER

 
 
 
Section 2.1   The Merger
Section 2.2   Closing
Section 2.3   Effective Time
Section 2.4   Effects of the Merger
Section 2.5   Certificate of Incorporation and By-laws; Officers and Directors

ARTICLE III
EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS;
SURRENDER OF CERTIFICATES

Section 3.1
 
Effect on Stock
Section 3.2   Surrender of Shares.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1
 
Organization
Section 4.2   Subsidiaries
Section 4.3   Capital Structure
Section 4.4   Authority
Section 4.5   Consents and Approvals; No Violations
Section 4.6   Company SEC Documents
Section 4.7   Absence of Material Adverse Change
Section 4.8   Information Supplied
Section 4.9   Compliance with Laws
Section 4.10   Tax Matters
Section 4.11   Liabilities
Section 4.12   Litigation
Section 4.13   Benefit Plans
Section 4.14   Rights Agreement; Anti-Takeover Provisions
Section 4.15   Intellectual Property
Section 4.16   Contracts
Section 4.17   Properties
Section 4.18   Environmental Laws
Section 4.19   Insurance Policies
Section 4.20   Labor Matters
Section 4.21   Opinions of Financial Advisors
Section 4.22   Brokers
     

A-i


ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

Section 5.1
 
Organization
Section 5.2   Authority
Section 5.3   Consents and Approvals; No Violations
Section 5.4   Information Supplied
Section 5.5   Litigation
Section 5.6   Capitalization of Sub; Operations of Parent and Sub
Section 5.7   Financing
Section 5.8   Limited Guarantees
Section 5.9   Brokers
Section 5.10   Solvency
Section 5.11   Customers and Strategic Partners
Section 5.12   Tax Matters

ARTICLE VI
COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 6.1
 
Conduct of Business by the Company Pending the Merger
Section 6.2   Solicitation; Change in Recommendation.
Section 6.3   Conduct of Business of Parent and Sub Pending the Merger
Section 6.4   No Control of Other Party's Business

ARTICLE VII
ADDITIONAL AGREEMENTS

Section 7.1
 
Employee Benefits
Section 7.2   Equity Awards, Company Stock Purchase Plan and Deferred Compensation Plan
Section 7.3   Stockholder Approval; Preparation of Proxy Statement
Section 7.4   Access to Information
Section 7.5   Fees and Expenses
Section 7.6   Public Announcements
Section 7.7   Transfer Taxes
Section 7.8   Takeover Laws
Section 7.9   Indemnification; Directors and Officers Insurance
Section 7.10   Reasonable Best Efforts
Section 7.11   Financing
Section 7.12   Resignations
Section 7.13   Notification of Certain Matters
Section 7.14   No Exclusive Arrangements
Section 7.15   Cooperation With Solvency Opinion

ARTICLE VIII
CONDITIONS PRECEDENT

Section 8.1
 
Conditions to Each Party's Obligation to Effect the Merger
Section 8.2   Conditions to the Obligations of the Company to Effect the Merger
Section 8.3   Conditions to the Obligations of Parent and Sub to Effect the Merger
     

A-ii


ARTICLE IX
TERMINATION AND AMENDMENT

Section 9.1
 
Termination
Section 9.2   Effect of Termination
Section 9.3   Amendment
Section 9.4   Extension; Waiver

ARTICLE X
GENERAL PROVISIONS

Section 10.1
 
Non-Survival of Representations and Warranties and Agreements
Section 10.2   Notices
Section 10.3   Counterparts
Section 10.4   Entire Agreement; No Third-Party Beneficiaries
Section 10.5   Governing Law; Venue; Waiver of Jury Trial
Section 10.6   Assignment
Section 10.7   Severability
Section 10.8   Enforcement of this Agreement
Section 10.9   Obligations of Subsidiaries and Equity Group Members
Section 10.10   Specified Alliances
Section 10.11   Interpretation; Construction

A-iii


AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2007 (this "Agreement"), among New Omaha Holdings L.P., a Delaware limited partnership ("Parent"), Omaha Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Sub"), and First Data Corporation, a Delaware corporation (the "Company") (Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations"). Except as otherwise set forth herein, capitalized (and certain other) terms used herein shall have the meanings set forth in Section 1.1.

W I T N E S S E T H:

        WHEREAS, the General Partner of Parent, the Board of Directors of Sub and, based upon the recommendation of the strategic review committee of the Company Board (the "Strategic Review Committee"), the Company Board have each approved the merger of Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of Common Stock, par value $0.01 per share, of the Company (the "Company Common Stock" or the "Shares"), other than Dissenting Shares and Excluded Shares, will be converted into the right to receive cash in an amount equal to $34.00 per Share;

        WHEREAS, the Board of Directors of Sub and, based upon the recommendation of the Strategic Review Committee, the Company Board have each determined that this Agreement and the Merger are advisable and in the best interests of each corporation and their respective stockholders and recommended that their respective stockholders adopt this Agreement;

        WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition to the willingness of the Company to enter into this Agreement, each of KKR 2006 Fund L.P., CGI CPE LLC, GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P. and GS Capital Partners VI Offshore Fund, L.P. (each, a "Guarantor") is entering into a limited guarantee in favor of the Company (each, a "Limited Guarantee"); and

        WHEREAS, each of Parent, Sub and the Company desires to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each of Parent, Sub and the Company hereby agrees as follows:


ARTICLE I

DEFINITIONS; INTERPRETATION

        Section 1.1    Definitions.     As used in this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms.

        "Acceptable Confidentiality Agreement" shall have the meaning set forth in Section 6.2(a).

        "Adjustment" shall have the meaning set forth in Section 3.1(e).

        "Adverse Recommendation Change" shall have the meaning set forth in Section 6.2(e).

        "Affiliate" means, with respect to any Person, any other Person that, at the time of determination, directly or indirectly Controls, is Controlled by or is under common Control with such Person.

A-1


        "Aggregate Merger Consideration" means the product of the Merger Consideration and the number of Shares issued and outstanding immediately prior to the Effective Time (excluding any Dissenting Shares and any Excluded Shares).

        "Agreement" shall have the meaning set forth in the introductory paragraph of this Agreement.

        "Bank Restructuring" shall have the meaning set forth in Section 7.10(c).

        "Benefit Plan" means any change in control, bonus, defined benefit or defined contribution, pension, profit sharing, deferred compensation, incentive or sales compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical, dental, stock appreciation, restricted stock or restricted stock unit or other employee benefit plan, program, agreement or arrangement as to which the Company or any of its Subsidiaries sponsors, maintains, contributes or is obligated to contribute for the benefit of any current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries, including any ERISA Benefit Plan.

        "Business Day" means any day other than a Saturday or Sunday or a day on which banks are required or authorized by law to close in the City of New York.

        "By-laws" shall have the meaning set forth in Section 2.5(b).

        "Canadian Loan Company" means First Data Loan Company, Canada.

        "Canadian Loan Company Restructuring" shall have the meaning set forth in Section 7.10(d).

        "Cancelled Shares" shall have the meaning set forth in Section 3.1(b).

        "Capitalization Date" shall have the meaning set forth in Section 4.3.

        "Certificate of Merger" shall have the meaning set forth in Section 2.3.

        "Chase Warrant" means the warrant to purchase 353,395.81 Shares (based on adjustments pursuant to the terms thereof to the amount of 200,000 Shares set forth in the warrant at the time of original issuance and as may be further adjusted pursuant to the terms thereof) for an exercise price of $28.2969 per Share (based on adjustments to the exercise price of $50.00 per Share set forth in the warrant at the time of original issuance and as may be further adjusted pursuant to the terms thereof) issued by the Company to JP Morgan Chase Bank, a New York banking corporation, on June 4, 2003.

        "Closing" shall have the meaning set forth in Section 2.2.

        "Closing Date" shall have the meaning set forth in Section 2.2.

        "Code" means the U.S. Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

        "Company" shall have the meaning set forth in the introductory paragraph of this Agreement.

        "Company Board" means the Board of Directors of the Company.

        "Company Common Stock" shall have the meaning set forth in the first recital of this Agreement.

        "Company Expenses" means documented and reasonable out-of-pocket fees and expenses incurred or paid by or on behalf of the Company and its Subsidiaries to any third party in connection with the Merger or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the other transactions contemplated hereby (including the Debt Financing), including all documented and reasonable fees and expenses of law firms, investment banking firms, accountants, experts and consultants to the Company.

        "Company Intellectual Property" shall have the meaning set forth in Section 4.15.

A-2


        "Company Letter" means the letter from the Company to Parent dated the date hereof, which letter relates to this Agreement and is designated therein as the Company Letter.

        "Company Preferred Stock" shall have the meaning set forth in Section 4.3.

        "Company Recommendation" shall have the meaning set forth in Section 7.3(a).

        "Company Representatives" shall have the meaning set forth in Section 6.2(a).

        "Company Requisite Vote" shall have the meaning set forth in Section 4.4(a).

        "Company SEC Documents" shall have the meaning set forth in Section 4.6(a).

        "Company Severance/Change in Control Policies" means the First Data Corporation Severance/Change in Control Policy (Executive Committee Level) as in effect as of the date of this Agreement, the First Data Corporation Severance Policy (Executive Level) as in effect as of the date of this Agreement, the First Data Corporation Severance Policy (Tier I Employees) as in effect as of the date of this Agreement and the First Data Corporation Severance Policy (Tier II Employees) as in effect as of the date of this Agreement.

        "Company Stock Incentive Plans" shall have the meaning set forth in Section 4.3.

        "Company Stock Options" shall have the meaning set forth in Section 4.3.

        "Company Stock Plans" shall have the meaning set forth in Section 4.3.

        "Company Stock Purchase Plan" shall have the meaning set forth in Section 4.3.

        "Company Stockholder Approval" shall have the meaning set forth in Section 7.3(a).

        "Company Stock Units" shall have the meaning set forth in Section 4.3.

        "Confidentiality Agreement" shall have the meaning set forth in Section 7.4.

        "Constituent Corporations" shall have the meaning set forth in the introductory paragraph of this Agreement.

        "Contract" means any binding oral or written note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other binding instrument.

        "Control" means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms "Controlled by," "under common Control with" and "Controlling" shall have correlative meanings.

        "Costs" shall have the meaning set forth in Section 7.9(a).

        "D&O Insurance" shall have the meaning set forth in Section 7.9(b).

        "Debt Commitment Letters" shall have the meaning set forth in Section 5.7(a).

        "Debt Financing" shall have the meaning set forth in Section 5.7(a).

        "Debt Tender Offer" and "Debt Tender Offers" shall have the meanings set forth in Section 7.11(d)(i).

        "DGCL" means the General Corporation Law of the State of Delaware.

        "Dissenting Shares" shall have the meaning set forth in Section 3.1(d).

        "Dissenting Stockholder" shall have the meaning set forth in Section 3.1(d).

A-3


        "Distribution Date" means September 29, 2006, the date on which the then outstanding common stock of the Spun Entity was distributed by the Company to its stockholders.

        "ECMR" shall have the meaning set forth in Section 8.1(c).

        "Effective Time" shall have the meaning set forth in Section 2.3.

        "Employment Agreement" means any Contract of employment, service, compensation or severance between the Company or any of its Subsidiaries and any current or former employee or individual who is an independent contractor, in each case, under which there are current or future obligations outstanding and that (a) would entitle the other party thereto to severance payments or benefits (including payments for compliance with post-termination restrictive covenants) in excess of the payments or benefits such party would be entitled to under the Company's severance policies or applicable law, (b) would entitle the other party thereto to a change in control payment or benefit upon, or as a result of, consummation of the Merger, (c) provides for a term of employment of longer than 12 months from the date of such Contract, (d) provides for a material retention or material retirement payment or benefit (other than under a tax-qualified plan) or (e) would entitle the other party to a bonus in excess of the bonus such party would be entitled to under the Company's applicable Benefit Plans that are bonus plans; provided, however, that any Contract required under any state, national, provincial, federal, local or other applicable law shall not be deemed an Employment Agreement.

        "Environmental Laws" means all foreign, federal, state, or local statutes, common law, regulations, ordinances, codes, orders or decrees relating to the protection of the environment, including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern.

        "Equity Funding Letters" shall have the meaning set forth in Section 5.7(a).

        "Equity Provider" means each of KKR 2006 Fund, L.P., Citigroup Global Markets Inc., Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P., CGI CPE LLC, Credit Suisse Management LLC, Deutsche Bank Investment Partners, Inc., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., HSBC Bank plc, LB I Group Inc. and GMI Investments, Inc.

        "Equity Provider Group" means each of the Equity Providers and any Affiliate of such Equity Provider that is controlled by such Equity Provider.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, together with the rules and regulations promulgated thereunder.

        "ERISA Benefit Plan" means a Benefit Plan that is also an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) or that is also an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA).

        "Evercore" means Evercore Group L.L.C.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

        "Exchange Fund" shall have the meaning set forth in Section 3.2(a).

        "Excluded Party" means any Person, group of Persons or group that includes any Person (so long as such Person and the other members of such group, if any, who were members of such group immediately prior to the No-Shop Period Start Date constitute at least 50% of the equity financing of

A-4


such group at all times following the No-Shop Period Start Date and prior to the termination of this Agreement) from whom the Company or any of the Company Representatives has received a written Takeover Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date that the Company Board or any committee thereof determines in good faith is bona fide and constitutes or could reasonably be expected to result in a Superior Proposal; provided that any Excluded Party shall cease to be an Excluded Party for all purposes under this Agreement at such time as the Takeover Proposal (as such Takeover Proposal may be revised during the course of ongoing negotiations, in which event it may temporarily cease to be a Superior Proposal or a Takeover Proposal that could reasonably be expected to result in a Superior Proposal, so long as such negotiations are ongoing and, the Company Board or any committee thereof in good faith determines that, it subsequently constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal) made by such Person fails to constitute either a Superior Proposal or, in the good faith judgment of the Company Board or any committee thereof, a Takeover Proposal that could reasonably be expected to result in a Superior Proposal.

        "Excluded Shares" shall have the meaning set forth in Section 3.1(c).

        "Excluded Superior Proposal" shall have the meaning set forth in Section 6.2(f).

        "FDIC" shall have the meaning set forth in Section 8.1(c).

        "FFB" shall have the meaning set forth in Section 7.10(c).

        "Financing" shall have the meaning set forth in Section 5.7(a).

        "Financing Letters" shall have the meaning set forth in Section 5.7(a).

        "GAAP" means United States generally accepted accounting principles.

        "Government Antitrust Entity" shall have the meaning set forth in Section 7.10(b)(i).

        "Governmental Consents" shall have the meaning set forth in Section 8.1(c).

        "Governmental Entity" means any federal, state, local or foreign government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational, any arbitral body or the NYSE.

        "group", when referring to a group of Persons, shall have the meaning set forth in Section 13(d)(3) of the Exchange Act.

        "Guarantor" shall have the meaning set forth in the third recital of this Agreement.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        "Indebtedness" means (a) indebtedness of the Company or any of its Subsidiaries for borrowed money (including the aggregate principal amount thereof and the aggregate amount of any accrued but unpaid interest thereon), (b) obligations of the Company or any of its Subsidiaries evidenced by bonds, notes, debentures, letters of credit or similar instruments, (c) obligations of the Company or any of its Subsidiaries under capitalized leases, (d) obligations in respect of interest rate and currency obligation swaps, hedges or similar arrangements and (e) all obligations of the Company or any of its Subsidiaries to guarantee any of the foregoing types of payment obligations on behalf of any Person other than the Company or any of its Subsidiaries. For the avoidance of doubt, the term "Indebtedness" does not include (i) indebtedness owed by the Company to any wholly-owned Subsidiary of the Company or by any wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company, (ii) (A) the issuance of payment instruments, consumer funds transfers or redemption amounts, or other amounts paid to or received by the Company or any of its Subsidiaries or any agent thereof in the ordinary course of business in order for the Company or such Subsidiary to make further distribution to a third party, in each case to the extent payment in respect thereof has been received by

A-5


the Company, such Subsidiary or any agent thereof and (B) temporary overdraft obligations incurred in connection with settlement procedures between merchants or owners or operators of automated teller machines and transaction card issuers or (iii) indebtedness incurred in connection with overdraft or similar facilities related to settlement, clearing and related activities by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice.

        "Indemnified Person" shall have the meaning set forth in Section 7.9(a).

        "Initiation Date" shall have the meaning set forth in Section 7.11(a).

        "Intellectual Property" means: (a) all United States and foreign patents, patent applications and patent disclosures; (b) all United States and foreign trademarks, service marks, logos, trade names, corporate names, domain names, designs and all applications, registrations and renewals in connection therewith; (c) all United States and foreign copyrights and copyrightable works and all applications, registrations and renewals in connection therewith; (d) all trade secrets and confidential proprietary information and know-how; and (e) all inventions and computer software (including databases and related documentation).

        "Investments" shall have the meaning set forth in Section 4.2.

        "IRS" means the U.S. Internal Revenue Service.

        "IRS Ruling" means the letter ruling dated September 1, 2006 issued by the IRS to the Company in connection with the Spun Entity Distribution.

        "IRS Submissions" means the May 12, 2006 letter submitted to the IRS by the Company in connection with the IRS Ruling, together with the later correspondence referred to in the IRS Ruling.

        "KKR" means Kohlberg Kravis Roberts & Co. L.P.

        "Knowledge" means, with respect to the Company, the actual knowledge of the officers and employees of the Company set forth in Item 1.1(A) of the Company Letter and, with respect to Parent, the actual knowledge of Scott Nuttall, Tagar Olson, Webster Chua and Jonathan Levin.

        "Liens" means any pledges, claims, liens, charges, encumbrances, options to purchase or lease or otherwise acquire any interest, and security interests of any kind or nature whatsoever.

        "Limited Guarantee" shall have the meaning set forth in the third recital of this Agreement.

        "Marketing Period" shall have the meaning set forth in Section 7.11(a).

        "Material Adverse Change" or "Material Adverse Effect on the Company" means any change, circumstance, event or effect (each an "Effect") that, when considered either individually or in the aggregate together with all other Effects, is materially adverse to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that in no event shall any of the following Effects be deemed to constitute, or be taken into account in determining whether there has been, a "Material Adverse Change" or "Material Adverse Effect on the Company": (a) any Effect that resulted from the entry into or announcement of the execution of this Agreement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with its customers, employees, financing sources, suppliers, or strategic partners (including Persons that have an ownership interest in a Specified Alliance) that resulted from entry into or the announcement of the execution of this Agreement, (b) compliance with the terms of this Agreement, including the performance of obligations required to be taken under this Agreement (including as required by Section 7.10), (c) changes affecting the economy or the securities, credit or financial markets in general in the United States or other countries in which the Company or any of its Subsidiaries conduct operations, (d) changes that are the result of factors generally affecting any business in which the

A-6


Company and its Subsidiaries operate, (e) any change in the market price or trading volume of the equity securities of the Company (provided that the exception in this clause shall not prevent or otherwise affect a determination that any Effect underlying such change has resulted in, or contributed to, a Material Adverse Change or a Material Adverse Effect on the Company), (f) the suspension of trading in securities generally on the NYSE or the American Stock Exchange or Nasdaq Stock Market (provided that the exception in this clause shall not prevent or otherwise affect a determination that any Effect underlying such failure has resulted in, or contributed to, a Material Adverse Change or a Material Adverse Effect on the Company), (g) any adoption, implementation, proposal or change in any applicable law, rule or regulation or payment system rule or required change in GAAP or interpretation of any of the foregoing, (h) any action taken or not taken to which Parent has consented, (i) the failure of the Company to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period ending on or after December 31, 2006 (provided that the exception in this clause shall not prevent or otherwise affect a determination that any Effect underlying such failure has resulted in, or contributed to, a Material Adverse Change or a Material Adverse Effect on the Company), (j) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism (except to the extent any of the foregoing causes any damage or destruction to or renders unusable any facility or property of the Company or any of its Subsidiaries), (k) any adverse change or threatened adverse change with respect to the Specified Alliance set forth on Item 1.1(B) of the Company Letter, including the termination or threatened termination of such Specified Alliance, or (l) any change or announcement of a potential change in the credit rating of the Company or any of its Subsidiaries or any of their securities (provided that the exception in this clause shall not prevent or otherwise affect a determination that any Effect (other than any Effect related to the execution or delivery of this Agreement, the performance of the obligations contemplated by this Agreement or the Merger and the other transactions contemplated by this Agreement) underlying such announcement has resulted in, or contributed to, a Material Adverse Change or a Material Adverse Effect on the Company); provided, however, that changes set forth in clauses (c) and (d) above may be taken into account in determining whether there has been or is a Material Adverse Change or a Material Adverse Effect on the Company to the extent such changes have a materially disproportionate impact on the Company and its Subsidiaries, taken as a whole (after taking into account the size of the Company and its Subsidiaries relative to such other participants), relative to the other participants in the industries and in the geographic markets in which the Company conducts its business and are not otherwise excluded by clause (a), clause (b) or any of clauses (e) through (l).

        "Material Contract" shall have the meaning set forth in Section 4.16(a).

        "Material Customer" means any Person (other than the Company and its Subsidiaries) that is party to or bound by a Material Revenue Producing Contract.

        "Material Revenue Producing Contract" means any Contract pursuant to which the Company or any of its Subsidiaries provides services to customers and which generated revenues (excluding pass-through revenues (i.e., postage, other reimbursables and debit network fees)) to the Company or any of its Subsidiaries of $20,000,000 or more in the twelve months ended December 31, 2006 (it being understood that the foregoing does not include any Contracts (a) between the Company or any Subsidiary of the Company and a Specified Alliance and (b) any Contracts between a Specified Alliance and a customer).

        "Materials of Environmental Concern" means any hazardous, acutely hazardous or toxic substance or waste defined or regulated as such under Environmental Laws; petroleum, asbestos, lead, polychlorinated biphenyls, radon or toxic mold; and any other substance the exposure to which would reasonably be expected, because of hazardous or toxic qualities, to result in liability under applicable Environmental Laws.

        "Merger" shall have the meaning set forth in the first recital of this Agreement.

A-7


        "Merger Consideration" shall have the meaning set forth in Section 3.1(c).

        "Morgan Stanley" means Morgan Stanley & Co. Incorporated.

        "New Debt Commitment Letters" shall have the meaning set forth in Section 5.7(a).

        "Notes" shall have the meaning set forth in Section 7.11(d)(i).

        "Notice Period" shall have the meaning set forth in Section 6.2(f)(i)(1).

        "No-Shop Period Start Date" shall have the meaning set forth in Section 6.2(a).

        "NYSE" means the New York Stock Exchange, Inc.

        "Offer Documents" shall have the meaning set forth in Section 7.11(d)(ii).

        "Opinion Representation Letters" means the letters, each dated the Distribution Date, delivered by each of the Company and the Spun Entity to Sidley Austin LLP in connection with the SA Opinion.

        "Parent" shall have the meaning set forth in the introductory paragraph of this Agreement.

        "Parent Expenses" means documented and reasonable out-of-pocket fees and expenses incurred or paid by or on behalf of Parent to any third party (other than advisory or transaction fees of any private equity sponsor) in connection with the Merger or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the Debt Commitment Letters and the other transactions contemplated hereby or thereby (including the Debt Financing), including all documented and reasonable fees and expenses of law firms, commercial banks, investment banking firms, financing sources, accountants, experts and consultants to Parent.

        "Parent Limited Partners" means limited partners in the active investment funds affiliated with KKR.

        "Parent Termination Fee" shall have the meaning set forth in Section 7.5(c)(i).

        "Paying Agent" shall have the meaning set forth in Section 3.2(a).

        "Permits" shall have the meaning set forth in Section 4.9.

        "Permitted Liens" means (a) statutory liens for Taxes, assessments or other charges by Governmental Entities not yet due and payable or the amount or validity of which is being contested in good faith and by appropriate proceedings, (b) mechanics', materialmen's, carriers', workmen's, warehouseman's, repairmen's, landlords' and similar liens granted or which arise in the ordinary course of business and (c) such other liens, encumbrances or imperfections that are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such lien, encumbrance or imperfection, in each case of clauses (a) through (c) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or adversely affect the ability of the Surviving Corporation to obtain the Debt Financing.

        "Person" means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Entity or other entity (including any person as defined in Section 13(d)(3) of the Exchange Act).

        "Proxy Statement" shall have the meaning set forth in Section 4.8.

        "Required Information" shall have the meaning set forth in Section 7.11(b).

        "Restated Certificate of Incorporation" shall have the meaning set forth in Section 2.5(a).

        "Restricted Stock" shall have the meaning set forth in Section 4.3.

A-8


        "Retained Employee" shall have the meaning set forth in Section 7.1(a).

        "SA Opinion" means the opinion letter dated the Distribution Date delivered by Sidley Austin LLP to the Company in connection with the Spun Entity Distribution.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

        "Shares" shall have the meaning set forth in the first recital of this Agreement.

        "Significant Subsidiary" of any Person means a Subsidiary of such Person that would constitute a "significant subsidiary" of such Person within the meaning of Rule 1.02(w) of Regulation S-X as promulgated by the SEC.

        "Solvent", with respect to Parent and the Surviving Corporation, means that, as of any date of determination (a) the amount of the "fair saleable value" of the assets of Parent and the Surviving Corporation will, as of such date, exceed (i) the value of all "liabilities of Parent and the Surviving Corporation, including contingent and other liabilities," as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of Parent and the Surviving Corporation on their existing debts (including contingent and other liabilities) as such debts become absolute and mature, (b) Parent and the Surviving Corporation will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which they engage or intend to engage or propose to be engaged following the Closing Date, and (c) Parent and the Surviving Corporation will be able to pay their liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, "not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged" and "able to pay its liabilities, including contingent and other liabilities, as they mature" means that Parent and the Surviving Corporation will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

        "Specified Alliances" means the alliances set forth on Item 1.1(C) of the Company Letter.

        "Spun Entity" shall have the meaning set forth in the introductory paragraph to Article IV.

        "Spun Entity Distribution" means the distribution by the Company of the stock of the Spun Entity on the Distribution Date and related transactions.

        "Stockholders Meeting" shall have the meaning set forth in Section 7.3(a).

        "Strategic Review Committee" shall have the meaning set forth in the first recital of this Agreement.

        "Sub" shall have the meaning set forth in the introductory paragraph of this Agreement.

        "Subsidiary" of any Person means another Person, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is owned or controlled directly or indirectly by such first Person and/or by one or more of its Subsidiaries; provided, however, that, for purposes of this Agreement, no Specified Alliance shall be deemed to be a Subsidiary of the Company or any of its Subsidiaries.

        "Superior Proposal" shall have the meaning set forth in Section 6.2(d).

        "Surviving Corporation" shall have the meaning set forth in Section 2.1.

        "Takeover Proposal" shall have the meaning set forth in Section 6.2(d).

A-9

        "Tax" and "Taxes" means any federal, state, local or foreign net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, stamp, franchise, employment, payroll, withholding, social security (or similar, including FICA), value added, escheat, capital, alternative or add-on minimum or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Entity.

        "Tax Return" means any return, report or similar statement filed or required to be filed with respect to any Tax including any information return, claim for refund, amended return or declaration of estimated Tax.

        "Termination Date" shall have the meaning set forth in Section 9.1(b)(i).

        "Termination Fee" means $700 million, except if the Termination Fee becomes payable by the Company in connection with a Takeover Proposal from an Excluded Party, then the Termination Fee shall be $250 million.

        "Transfer Taxes" shall have the meaning set forth in Section 7.7.


        Section 1.2    Interpretation.     When a reference is made in this Agreement to an Article, Section or Item, such reference shall be to an Article, Section or Item of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." All references to "dollars" or "$" means United States dollars.


ARTICLE II

THE MERGER

        Section 2.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with Section 259 of the DGCL.


        Section 2.2    Closing.     The closing of the Merger (the "Closing") will take place at 10:00 a.m. Eastern Time on a date mutually agreed to by Parent and the Company, which shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, unless another date, time or place is agreed to in writing by the parties hereto; provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall not be required to effect the Closing until the earliest of (a) a date during the Marketing Period specified by Sub on no less than three Business Days' prior notice to the Company, (b) the final day of the Marketing Period and (c) the Termination Date (provided that the parties shall only be required to effect the Closing on the Termination Date under this clause (c) if the failure to effect the Closing by 8:00 p.m. Eastern Time on the Termination Date would give rise to the right of the Company to terminate this Agreement pursuant to Section 9.1(f)(ii)(z)). Simultaneously with the Closing, Parent shall irrevocably instruct all necessary and appropriate Persons to deposit with the Paying Agent immediately after the Effective Time all amounts required to be so deposited pursuant to Section 3.2(a). The date on which the Closing actually occurs is referred to as the "Closing Date".

A-10


        Section 2.3    Effective Time.     The Merger shall become effective when a Certificate of Merger (the "Certificate of Merger"), executed in accordance with the relevant provisions of the DGCL, is duly filed with the Secretary of State of the State of Delaware, or at such later time as Sub and the Company shall agree and is specified in the Certificate of Merger. When used in this Agreement, the term "Effective Time" shall mean the later of the date and time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or such later time established by the Certificate of Merger. The filing of the Certificate of Merger shall be made as soon as practicable on the Closing Date after the satisfaction or waiver of the conditions set forth in Article VIII.


        Section 2.4    Effects of the Merger.     The Merger shall have the effects set forth in the DGCL and this Agreement.


        Section 2.5    Certificate of Incorporation and By-laws; Officers and Directors.     


ARTICLE III

EFFECT OF THE MERGER ON THE STOCK OF THE
CONSTITUENT CORPORATIONS; SURRENDER OF CERTIFICATES

        Section 3.1    Effect on Stock.     As of the Effective Time, by virtue of the Merger and without any action on the part of any of Parent, Sub, the Company or the holders of any securities of the Constituent Corporations:

A-11


        Section 3.2    Surrender of Shares.     

A-12

A-13


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth in the Company Letter or as disclosed in reasonable detail in the Company SEC Documents filed with or furnished to the SEC by the Company prior to the date hereof (other than disclosures in the "Risk Factors" and "Forward-Looking Statements" sections thereof) (it being agreed that disclosure of any item in any section or subsection of the Company Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), the Company hereby represents and warrants to Parent and Sub as set forth in this Article IV. For the avoidance of doubt, references in this Article IV to the Company and/or its Subsidiaries shall be deemed not to include, and no representations or warranties are made with respect to, The Western Union Company (the "Spun Entity") or any of its Subsidiaries for any period, except (i) with respect to any representations and warranties made with respect to the Spun Entity or any of its Subsidiaries with respect to periods prior to September 29, 2006 but only to the extent that the Company or any of its Subsidiaries would reasonably be expected to incur any material liability if such representations and warranties were not true and correct with respect to the Spun Entity or any of its Subsidiaries; (ii) with respect to any representations and warranties relating to any Contracts among the Company or any of its Subsidiaries, on the one hand, and the Spun Entity or any of its Subsidiaries, on the other hand, in effect on the date of this Agreement; and (iii) with respect to the representations and warranties in Section 4.10(i) and (j).

A-14



        Section 4.1    Organization.     The Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has requisite corporate, partnership, limited liability company or other company (as the case may be) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such corporate, partnership, limited liability company or other company (as the case may be) power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company has made available to Parent complete and correct copies of its Restated Certificate of Incorporation and By-laws and has made available to Parent the certificate of incorporation and by-laws (or similar organizational documents) of each of its Significant Subsidiaries.


        Section 4.2    Subsidiaries.     All of the outstanding shares of capital stock of each Significant Subsidiary of the Company that is a corporation have been duly authorized and validly issued and are fully paid and nonassessable. Other than director qualifying shares, all of the outstanding shares of capital stock or equity interests and other ownership interests of each Significant Subsidiary of the Company are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, free and clear of all Liens other than Permitted Liens. Item 4.2 of the Company Letter sets forth as of the date hereof the name, jurisdiction of organization and the Company's percentage ownership of any and all Persons (other than wholly-owned Subsidiaries of the Company) of which the Company directly or indirectly owns an equity interest, or an interest convertible into or exchangeable or exercisable for an equity interest, that are material to the business of the Company and its Subsidiaries, taken as a whole (collectively, the "Investments"). All of the Investments are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, free and clear of all Liens other than Permitted Liens. Except for the capital stock and other ownership interests of the Subsidiaries and the Investments listed in Item 4.2 of the Company Letter, the Company does not own, directly or indirectly, any capital stock or other voting or equity securities or interests in any corporation, partnership, joint venture, limited liability company or other entity that is material to the business of the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is a party to or bound by any commitment, arrangement or agreement requiring the Company or any of its Subsidiaries to contribute capital, loan money or otherwise provide funds as an additional investment in any other Person, other than any such commitment, arrangement or agreement in the ordinary course of business consistent with past practice or pursuant to a Contract binding on the Company or any of its Subsidiaries made available to Parent and Sub. Item 4.2 of the Company Letter sets forth a true and complete list, as of the date of this Agreement, of each joint venture in which the Company or any of its Subsidiaries owns 10% or more of the outstanding equity (in any form, including in corporate, partnership or limited liability company form) that provides payment processing and related services to merchants.


        Section 4.3    Capital Structure.     The authorized capital stock of the Company consists of 2,000,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $1.00 per share (the "Company Preferred Stock"). At the close of business on March 29, 2007 (the "Capitalization Date"), (i) 754,896,681 shares of Company Common Stock were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, including 3,690,715 shares of Company Common Stock that are subject to vesting or other risks of forfeiture pursuant to awards granted under the Company Stock Incentive Plans ("Restricted Stock"), (ii) 312,802,329 shares of Company Common Stock were held by the Company in

A-15

its treasury, (iii) 51,234,788 shares of Company Common Stock were reserved for issuance pursuant to outstanding options to purchase Company Common Stock, with a weighted average exercise price as of the Capitalization Date of $21.636 (which weighted average exercise price does not include the impact of Company Stock Options granted in March 2007 covering 31,100 Shares) per Share (the "Company Stock Options") granted under the Company's 2002 Long-Term Incentive Plan, 1992 Long-Term Incentive Plan, 1993 Director's Stock Option Plan, the Concord EFS, Inc. 2002 Stock Option Plan, the Concord EFS, Inc. 1993 Incentive Stock Option Plan or the Star Systems, Inc. 2000 Equity Incentive Plan (collectively, the "Company Stock Incentive Plans"), (iv) 4,978,028 shares of Company Common Stock were reserved for issuance in accordance with the Company's Employee Stock Purchase Plan (the "Company Stock Purchase Plan" and, together with the Company Stock Incentive Plans, the "Company Stock Plans"), (v) 34,800,107 shares of Company Common Stock were reserved for the grant of additional awards under the Company Stock Incentive Plans, (vi) 501,467 restricted stock units representing shares of Company Common Stock (the "Company Stock Units") were outstanding under the Company Stock Incentive Plans on the Capitalization Date and (vii) no shares of Company Preferred Stock were issued and outstanding. As of the date of this Agreement, except as set forth above, and except for the Chase Warrant, no shares of capital stock of the Company or options, warrants, convertible or exchangeable securities or other rights to purchase capital stock of the Company are issued, reserved for issuance or outstanding (other than Shares issuable upon exercise of Company Stock Options outstanding as of the date hereof or vesting of Company Stock Units in accordance with their terms). As of the date hereof and except as set forth above, there are no outstanding profits interests, stock options, stock appreciation rights, equity equivalents or phantom stock with respect to the capital stock of the Company or any of its Subsidiaries. Each Share that may be issued pursuant to the Company Stock Plans, when issued upon the receipt of the consideration set forth in the Company Stock Plans and related agreements, if applicable, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Company's stockholders may vote. As of the date of this Agreement, except as set forth above and except for the Chase Warrant, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock or other voting or equity securities or interests of the Company or of any of its Subsidiaries (or any security convertible or exercisable therefor) or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. No Shares are owned by any Subsidiary of the Company.

        As of the date of this Agreement there are no outstanding contractual obligations or rights of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire, vote, dispose of or otherwise transfer or declare dividends or make other distributions on any shares of capital stock or equity interests of the Company or any of its Subsidiaries.


        Section 4.4    Authority.     

A-16


        Section 4.5    Consents and Approvals; No Violations.     Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, the rules and regulations of the NYSE, state securities laws, foreign and supranational laws relating to antitrust and anticompetition clearances, and (b) as may be required in connection with the Taxes described in Section 7.7, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) result in any breach of any provision of the Certificate of Incorporation or By-laws of the Company or of the similar organizational documents of any of the Company's Subsidiaries, (ii) require the Company to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in a loss of benefit under, any of the terms, conditions or provisions of any Contract not otherwise terminable by the other party thereto on 180 days' or less notice to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, (iv) violate any law, order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, or (v) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, except in the case of clause (ii) where the failure to obtain such permits, authorizations, consents or approvals or to make such notices or filings or, in the case of clause (iii), (iv), or (v), for breaches, defaults, terminations, amendments, cancellations, accelerations, losses of benefits, violations, or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.


        Section 4.6    Company SEC Documents.     

A-17


        Section 4.7    Absence of Material Adverse Change.     Since December 31, 2006, (a) through the date hereof, the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course consistent with past practice and (b) there has not been any Material Adverse Change or any Effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.


        Section 4.8    Information Supplied.     None of the information supplied or to be supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference in the proxy statement relating to the Stockholders Meeting (together with any amendments or supplements thereto and including any related filings required pursuant to the Exchange Act, the "Proxy Statement") will, at the time the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub or any of their representatives specifically for inclusion or incorporation by reference therein.


        Section 4.9    Compliance with Laws.     

A-18


        Section 4.10    Tax Matters.     

A-19


        Section 4.11    Liabilities.     Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (a) set forth in the Company's consolidated balance sheet for the year ended December 31, 2006 included in the Company SEC Documents (or in the notes thereto), (b) incurred in the ordinary course of business since December 31, 2006, (c) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, (d) for future performance under any Contracts to which the Company or any of its Subsidiaries is a party or bound that were entered into in the ordinary course of business or are listed on any Item of the Company Letter, (e) that are expressly within the scope of another representation or warranty in this Article IV or are expressly excluded from any representation or warranty in this Article IV as a result of the scope of any materiality or similar qualification applicable to such representation or warranty (provided that any matter arising after the date hereof shall not be deemed to be within the scope of or excluded from any representation or warranty that speaks only as of the date hereof or only as of any date prior to the date hereof) or (f) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.


        Section 4.12    Litigation.     There is no suit, claim, action, proceeding, arbitration or investigation pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of the Specified Alliances that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of the Specified Alliances is subject to or bound by any outstanding judgment, settlement, order, writ, injunction, award or decree that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement.

A-20


        Section 4.13    Benefit Plans.     

A-21


        Section 4.14    Rights Agreement; Anti-Takeover Provisions.     The Company's certificate of incorporation provides that the Company elected not to be governed by Section 203 of the DGCL. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company's certificate of incorporation or bylaws is applicable to the transactions contemplated by this Agreement. The Company does not have any stockholder rights plan in effect.


        Section 4.15    Intellectual Property.     The Company and its Subsidiaries own, or are validly licensed or otherwise have the right to use all Intellectual Property used in the conduct of the business of the Company and its Subsidiaries as currently conducted, except for such Intellectual Property where the failure to so own, be validly licensed or have the right to use would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company (the "Company Intellectual Property"). No claims are pending or, to the Knowledge of the Company, threatened, (a) challenging the ownership, enforceability, validity, or use by the Company or any Subsidiary of any Company Intellectual Property, or (b) alleging that the Company or any of its Subsidiaries is violating, misappropriating or infringing the rights of any Person with regard to any Company Intellectual Property other than claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) no Person is infringing the rights of the Company or any of its Subsidiaries with respect to any Company Intellectual Property and (ii) the operation of the business of the Company and its Subsidiaries as currently conducted does not violate, misappropriate or infringe the Intellectual Property of any other Person. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the Company and its Subsidiaries take and have taken commercially reasonable actions to maintain and preserve the Company Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, there have been no security breaches relating to, violations of any security policy regarding or any unauthorized access or unauthorized use of any data used in the businesses of the Company and its Subsidiaries.


        Section 4.16    Contracts.     

A-22


        Section 4.17    Properties.     


        Section 4.18    Environmental Laws.     Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) there are no, and there have not been any, Materials of Environmental Concern at any property currently owned or leased, or to the Knowledge of the Company, formerly owned or leased by the Company or a Subsidiary under circumstances that have resulted in or are reasonably likely to result in liability of the Company or a Subsidiary under any applicable Environmental Laws; and (ii) neither the Company nor any Subsidiary has received any written notification (nor to the Knowledge of the Company are there any facts existing that would reasonably be expected to give rise to such a notification) alleging that it is liable for, or request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar foreign, state or local law, concerning, any release or threatened release of Materials of Environmental Concern or any other Environmental Law at any

A-23

location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been fully resolved with the appropriate Governmental Entity.


        Section 4.19    Insurance Policies.     Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (a) all insurance policies maintained by the Company and its Subsidiaries are in full force and effect (and were in full force and effect during the periods of time such insurance policies were purported to be in effect) and provide insurance in such amounts and against such risks as the management of the Company reasonably has determined to be prudent in accordance with industry practices or as is required by law or regulation, and all premiums due and payable thereon have been paid; and (b) neither the Company nor any Subsidiary is in breach or default of any of the insurance policies, and neither the Company nor any Subsidiary has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default or permit termination or modification of any of the insurance policies. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the Company has not received any notice of termination or cancellation or denial of coverage with respect to any insurance policy.


        Section 4.20    Labor Matters.     Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor union or labor organization been certified as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreement or other Contract with a labor union or labor organization; or (iii) is the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company as of the date hereof, is any such proceeding threatened. As of the date hereof, neither the Company nor any of its Subsidiaries have closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program since December 31, 2004, nor has any such action or program been announced for the future in any case that would reasonably be expected to give rise to any material liability under the United States Worker Adjustment and Retraining Notification Act or the rules and regulations thereunder, except for any liabilities that were satisfied on or prior to December 31, 2006.


        Section 4.21    Opinions of Financial Advisors.     The Company has received the opinions of Morgan Stanley and Evercore, each to the effect that, as of the date of such opinion, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock, other than Excluded Shares and Dissenting Shares. The Company shall deliver an executed copy of each such opinion to Parent promptly following receipt of such opinion in written form.


        Section 4.22    Brokers.     No broker, investment banker, financial advisor or other Person, other than Morgan Stanley and Evercore, the fees and expenses of which will be paid by the Company, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. The Company has provided Parent a copy of the engagement letter of each of Morgan Stanley and Evercore as in effect on the date hereof.

A-24


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

        Each of Parent and Sub, jointly and severally, hereby represents and warrants to the Company as follows:


        Section 5.1    Organization.     Parent is a limited partnership and Sub is a corporation, each is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, as the case may be, and has requisite limited partnership power or corporate power, as applicable, and authority to carry on its business as now being conducted.


        Section 5.2    Authority.     Each of Parent and Sub has the requisite limited partnership power or corporate power, as the case may be, and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Sub and the consummation by each of Parent and Sub of the Merger and of the other transactions contemplated hereby have been duly authorized by all necessary limited partnership action or corporate action, as the case may be, on the part of each of Parent and Sub other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Sub, which adoption Parent shall effect on the date hereof immediately following the execution hereof. This Agreement has been duly executed and delivered by each of Parent and Sub and (assuming the valid authorization, execution and delivery of this Agreement by the Company) constitutes a valid and binding obligation of each of Parent and Sub enforceable against each of them in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law).


        Section 5.3    Consents and Approvals; No Violations.     Except (a) for filings, permits, authorizations, consents and approvals set forth in Item 4.5 of the Company Letter or as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, the rules and regulations of the NYSE, state securities laws, foreign and supranational laws relating to antitrust and anticompetition clearances, and (b) as may be required in connection with the Taxes described in Section 7.7, neither the execution, delivery or performance of this Agreement by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby will (i) result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or Sub, (ii) require Parent or Sub to make any notice to, or filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in a loss of benefit under, any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, (iv) violate any law, order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets or (v) require Parent or any of its Subsidiaries (including Sub) to make any payment to any third Person.


        Section 5.4    Information Supplied.     None of the information supplied or to be supplied by Parent or Sub or any of their representatives specifically for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated

A-25

by reference therein based on information supplied by the Company or any of its representatives specifically for inclusion or incorporation by reference therein.


        Section 5.5    Litigation.     There is no suit, claim, action, arbitration, proceeding or investigation pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries (including Sub) that would reasonably be expected to prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated hereby. None of Parent or any of its Subsidiaries (including Sub) is subject to or bound by any outstanding judgment, settlement, order, writ, injunction, award or decree that would reasonably be expected to prevent or materially delay or impede the consummation of the Merger or any of the other transactions contemplated hereby.


        Section 5.6    Capitalization of Sub; Operations of Parent and Sub.     The authorized capital stock of Sub consists solely of 1,000 shares of Common Stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Neither Parent nor Sub has conducted any business prior to the date hereof and neither Parent nor Sub has, and prior to the Effective Time will not have any, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Financing.


        Section 5.7    Financing.     

A-26


        Section 5.8    Limited Guarantees.     Concurrently with the execution of this Agreement, Parent has caused the Guarantors to deliver to the Company duly executed Limited Guarantees. Each Limited Guarantee is in full force and effect and is the valid, binding and enforceable obligation of the applicable Guarantor, and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of such Guarantor under such Limited Guarantee.


        Section 5.9    Brokers.     No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Sub for which the Company could have any liability prior to the Closing.


        Section 5.10    Solvency.     As of the Effective Time, assuming (i) satisfaction of the conditions to Parent's and Sub's obligation to consummate the Merger, or waiver of such conditions, (ii) the accuracy of the representations and warranties of the Company set forth in Article IV hereof (for such purposes, such representations and warranties shall be true and correct in all material respects without giving effect to any "knowledge", materiality or "Material Adverse Effect" qualification or exception), and (iii) estimates, projections or forecasts provided by the Company to Parent prior to the date hereof have been prepared in good faith on assumptions that were and continue to be reasonable, and after giving effect to the transactions contemplated by this Agreement, including the Financing, and the payment of the Aggregate Merger Consideration, any other repayment or refinancing of existing indebtedness contemplated in this Agreement or the Financing Letters, payment of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and payment of all related fees and expenses, each of Parent and the Surviving Corporation will be Solvent as of the Effective Time and immediately after the consummation of the transactions contemplated hereby.

A-27


        Section 5.11    Customers and Strategic Partners.     Neither Parent, Sub nor any member of the Equity Provider Group has entered into any Contract with any Material Customer existing on the date hereof or any strategic partner of the Company or any of its Subsidiaries (including any Person that has an ownership interest in a Specified Alliance) existing on the date hereof on an exclusive basis (or otherwise on terms that would materially impair the ability of any other Person to make or consummate a Takeover Proposal) relating to the transactions contemplated by this Agreement. Neither Parent, Sub nor any member of the Equity Provider Group has caused or induced any Person to take any action that, if taken by Parent, Sub or any member of the Equity Provider Group, would be a breach of, or would cause to be untrue, any of the representations in this Section 5.11. For purposes of this Section 5.11 and Section 7.14, a Contract with a Material Customer or strategic partner is exclusive with respect to the transactions contemplated by this Agreement only if by its terms such Contract relates to the transactions contemplated by this Agreement and is entered into outside the ordinary course of business and in such Contract the Material Customer or strategic partner agrees to treat Parent, Sub and its Affiliates more favorably than any other Person or group of Persons seeking to make a Takeover Proposal.


        Section 5.12    Tax Matters.     During the two-year period prior to the Distribution Date, there was no "agreement, understanding, arrangement or substantial negotiations" regarding the transactions contemplated by this Agreement or any transaction to which such contemplated transactions are "similar", in each case within the meaning of Treas. Reg. § 1.355-7.


ARTICLE VI

COVENANTS RELATING TO CONDUCT OF BUSINESS

        Section 6.1    Conduct of Business by the Company Pending the Merger.     Except as (x) required by applicable law, (y) expressly contemplated by this Agreement (including as permitted or required by Section 7.10) or (z) otherwise set forth on Item 6.1 of the Company Letter, during the period from the date of this Agreement until the Effective Time (or such earlier date on which this Agreement may be terminated) the Company shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in the ordinary course consistent with past practice. To the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, alliances, customers, suppliers, employees and business associates. Without limiting the generality of the foregoing, and except as (x) required by applicable law, (y) expressly contemplated by this Agreement (including as permitted or required by Section 7.10) or (z) otherwise set forth in Item 6.1 of the Company Letter, during such period, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):

A-28

A-29

A-30


        Section 6.2    Solicitation; Change in Recommendation.     

A-31

A-32

A-33

A-34


        Section 6.3    Conduct of Business of Parent and Sub Pending the Merger.     During the period from the date of this Agreement through the Effective Time, neither Parent nor Sub shall engage in any activity of any nature except actions taken in connection with this Agreement and the Financing, including any syndication or sell down of the Financing (to the extent not prohibited by Article VII).


        Section 6.4    No Control of Other Party's Business.     Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company's or its Subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent or its Subsidiaries' operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries' respective operations.


ARTICLE VII

ADDITIONAL AGREEMENTS

        Section 7.1    Employee Benefits.     

A-35


        Section 7.2    Equity Awards, Company Stock Purchase Plan and Deferred Compensation Plan.     

A-36


        Section 7.3    Stockholder Approval; Preparation of Proxy Statement.     

A-37


        Section 7.4    Access to Information.     Upon reasonable notice and subject to the terms of the Confidentiality Agreement, dated February 19, 2007, between the Company and KKR, as the same may be amended, supplemented or modified (the "Confidentiality Agreement"), the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Representatives of KKR (as defined in the Confidentiality Agreement), reasonable access, during normal business hours during the period prior to the Effective Time, to all their respective properties, books, contracts, commitments and records, and during such period, the Company shall (and shall cause each of its Subsidiaries to) make available to Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the federal or state securities laws or the federal Tax laws, and (b) all other information and documents concerning its business, properties and personnel as Parent may reasonably request; provided, however, that such access and information shall only be provided to the extent that in the reasonable good faith judgment of the Company, after consultation with legal counsel, such access or the provision of such information would not violate applicable law; provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third Persons or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable efforts to obtain the consent of such third Person to such inspection or disclosure and such consent was not obtained or (ii) to disclose any privileged information of the Company or any of its Subsidiaries so long as the Company has taken all reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise the Company's or such Subsidiary's privilege with respect thereto. The parties shall seek appropriate substitute disclosure arrangements under circumstances in which the proviso to the immediately proceeding sentence applies. All requests for information made pursuant to this Section 7.4 shall be directed to such Person as may be designated by the Strategic Review Committee. In no event shall the Company be required to supply to Parent, or Parent's officers, employees, accountants, counsel or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the Proxy Statement or as required by Section 6.2. In the event of a termination of this Agreement for any reason, Parent shall promptly return or destroy, or cause to be returned or destroyed, all nonpublic information so obtained from the Company or any of its Subsidiaries and any copies made of such documents for Parent. Parent shall hold, and shall cause Representatives of KKR (as defined in the Confidentiality Agreement) to hold, all information received from the Company or any of its Subsidiaries or their respective representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation by any of the parties or their respective Representatives shall affect the representations, warranties, covenants, or agreements of the other parties set forth herein.

A-38


        Section 7.5    Fees and Expenses.     

A-39

A-40


        Section 7.6    Public Announcements.     The initial press release issued by Parent and the Company concerning this Agreement and the transactions contemplated hereby shall be a joint press release and thereafter Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law, fiduciary duties or by obligations pursuant to any listing agreement with any national securities exchange.


        Section 7.7    Transfer Taxes.     The Company and Parent shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, and transfer, recording, registration and other fees and any similar Taxes that become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to Tax, "Transfer Taxes"). All Transfer Taxes shall be paid by the Surviving Corporation and expressly shall not be a liability of any holder of Shares.


        Section 7.8    Takeover Laws.     If any "fair price," "moratorium" or "control share acquisition" statute or other similar antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, the Company and the Company Board shall use reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.


        Section 7.9    Indemnification; Directors and Officers Insurance.     

A-41


        Section 7.10    Reasonable Best Efforts.     

A-42

A-43

A-44


        Section 7.11    Financing.     

A-45

A-46

A-47

A-48

A-49

A-50


        Section 7.12    Resignations.     Except as otherwise agreed by Parent, the Company shall use its reasonable best efforts to prepare and deliver to Parent at or prior to the Closing (a) evidence reasonably satisfactory to Parent of the resignation of all directors of the Company and, as specified by Parent reasonably in advance of the Closing, any officers of the Company and any directors of the Subsidiaries of the Company, in each case, effective at the Effective Time and (b) all documents and filings, completed and executed by the appropriate directors, officers and representatives of the Company and its Subsidiaries, that are necessary to record the resignations contemplated by the preceding clause (a). Upon the written request of Parent, as specified by Parent reasonably in advance of the Closing, the Company will use its reasonable efforts to seek to obtain the resignation of any or all directors of Subsidiaries of the Company or, at the option of the Company remove such directors, in each case, effective as of the Effective Time.


        Section 7.13    Notification of Certain Matters.     From and after the date of this Agreement until the Effective Time, the Company and Parent shall promptly notify each other in writing promptly after becoming aware of (a) the occurrence, or non-occurrence, of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied or (b) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.13 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to either party, and the failure to deliver any such notice shall not affect any of the conditions set forth in Article VIII; provided, further, that the delivery of any notice under this Section 7.13 shall not cause the failure of any condition set forth in Article VIII to be satisfied nor shall the delivery of any such notice be deemed an admission that any condition in Article VIII is not or will not be satisfied or that there has been any Material Adverse Effect on the Company or Material Adverse Change.


        Section 7.14    No Exclusive Arrangements.     Neither Parent, Sub nor any member of the Equity Provider Group will enter into any Contract with any Material Customer or any strategic partner of the Company or Affiliate of a strategic partner of the Company or any of its Subsidiaries (including any Person that has an ownership interest in a Specified Alliance) on an exclusive basis (or otherwise on terms that would materially impair the ability of any other Person to make or consummate a Takeover Proposal) relating to the transactions contemplated by this Agreement. Neither Parent, Sub nor any member of the Equity Provider Group shall cause or induce any Person to take any action that, if taken by Parent, Sub or any member of the Equity Provider Group, would be a breach of, or would otherwise not be permitted by, this Section 7.14.


        Section 7.15    Cooperation With Solvency Opinion.     Each of Parent and the Company shall use their respective reasonable best efforts to (a) make available their respective officers, agents and other representatives on a customary basis and upon reasonable notice and (b) provide or make available such information and documents concerning the business, properties, Contracts, assets and liabilities of

A-51

the Company and, in the case of Parent, the Financing, as may reasonably be requested by such appraisal firm in connection with the preparation and delivery of the opinion described in Section 8.1(d).


ARTICLE VIII

CONDITIONS PRECEDENT

        Section 8.1    Conditions to Each Party's Obligation to Effect the Merger.     The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver in writing (where permitted) at or prior to the Effective Time of the following conditions:

A-52


        Section 8.2    Conditions to the Obligations of the Company to Effect the Merger.     The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver in writing (where permitted) as of the Closing and as of the Effective Time of the following additional conditions:

A-53


        Section 8.3    Conditions to the Obligations of Parent and Sub to Effect the Merger.     The obligations of Parent and Sub to effect the Merger shall be subject to the satisfaction or waiver in writing (where permitted) as of the Closing and as of Effective Time of the following additional conditions:


ARTICLE IX

TERMINATION AND AMENDMENT

        Section 9.1    Termination.     This Agreement may be terminated at any time prior to the Effective Time, whether before or after the Company Stockholder Approval is obtained (except with respect to Section 9.1(e)):

A-54

A-55


        Section 9.2    Effect of Termination.     In the event of a termination of this Agreement by either the Company or Parent as provided in Section 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Sub or the Company or their respective officers, directors, stockholders or Affiliates except with respect to the Limited Guarantees, Section 7.5, Section 7.11(d), this Section 9.2 and Article X and the expense reimbursement and indemnification provisions of Section 7.11(b); provided, however, that subject to Sections 7.5(e), 7.5(f) and 10.8(a), nothing herein shall relieve any party for liability for any willful or knowing breach hereof.


        Section 9.3    Amendment.     This Agreement may be amended by the parties hereto, by action taken by or on behalf of their respective Boards of Directors, at any time before or after obtaining the Company Stockholder Approval, but if the Company Stockholder Approval shall have been obtained, thereafter no amendment shall be made that by law requires further approval by the Company's stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.


        Section 9.4    Extension; Waiver.     At any time prior to the Effective Time, the parties hereto, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.


ARTICLE X

GENERAL PROVISIONS

        Section 10.1    Non-Survival of Representations and Warranties and Agreements.     None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 10.1 shall not limit any covenant or agreement of the parties that by its terms contemplates performance after the Effective Time of the Merger, including Section 7.9.


        Section 10.2    Notices.     All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by overnight

A-56

courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; upon confirmation of successful transmission if sent by facsimile and received by 5:00 pm New York time, on a Business Day (otherwise the next Business Day) (provided that if given by facsimile such notice or other communication shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein); or on the next Business Day after deposit with an overnight courier, if sent by an overnight courier.

A-57


        Section 10.3    Counterparts.     This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.


        Section 10.4    Entire Agreement; No Third-Party Beneficiaries.     Except for the Confidentiality Agreement and the Limited Guarantee, this Agreement (together with the Company Letter) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT AND SUB NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER'S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. Parent, Sub and the Company hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and this Agreement, except for the provisions of Section 7.9, is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the accuracy or completeness of the representations and warranties set forth herein.


        Section 10.5    Governing Law; Venue; Waiver of Jury Trial.     

A-58


        Section 10.6    Assignment.     Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that, prior to the mailing of the Proxy Statement to the Company's stockholders, Sub may assign this Agreement (in whole but not in part) to an Affiliate provided that any such designation shall not impede or delay the consummation of the transactions contemplated by this Agreement or otherwise materially impede the rights of the stockholders of the Company under this Agreement or, after the Closing, in connection with a merger, consolidation or sale of all or substantially all of the assets of Parent or the Surviving Corporation and its Subsidiaries so long as, in each case, such assignment does not release or relieve the assigning party from its obligations hereunder if the assignee fails to perform such obligations. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.


        Section 10.7    Severability.     If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the fullest extent possible.


        Section 10.8    Enforcement of this Agreement.     

A-59


        Section 10.9    Obligations of Subsidiaries and Equity Group Members.     Whenever this Agreement requires (a) any Subsidiary of Parent (including Sub) or of the Company to take or not take any action, such requirement shall be deemed to include an undertaking on the part of Parent or the Company, as the case may be, to cause such Subsidiary to take or not take such action or (b) any member of the Equity Provider Group to take or not take any action, such requirement shall also be deemed to include an undertaking on the part of Parent to cause such member to take or not take such action.


        Section 10.10    Specified Alliances.     Except to the extent expressly indicated in Sections 4.9, 4.12 and 4.16 and the second sentence of Section 6.1, no representation or warranty is made by the Company regarding or with respect to any Specified Alliance and no covenant or agreement of the Company shall be deemed to apply to any Specified Alliance or the Company's or any of its Subsidiaries' actions or inactions with respect to any Specified Alliance.


        Section 10.11    Interpretation; Construction.     

A-60

        IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized all as of the date first written above.

    NEW OMAHA HOLDINGS L.P.

 
 
By:
 
New Omaha Holdings LLC,
its General Partner

 
 
By:
 
/s/  SCOTT NUTTALL      
        Name: Scott Nuttall
Title: President

 
 
OMAHA ACQUISITION CORPORATION

 
 
By:
 
/s/  SCOTT NUTTALL      
        Name: Scott Nuttall
Title: President

 
 
FIRST DATA CORPORATION

 
 
By:
 
/s/  HENRY C. DUQUES      
        Name: Henry C. Duques
Title: Chief Executive Officer

A-61


ANNEX B

April 1, 2007

Members of the Strategic Review Committee of the Board of Directors
and Board of Directors
First Data Corporation
6200 South Quebec Street
Greenwood Village, CO 80111

Members of the Strategic Review Committee of the Board of Directors and Board of Directors:

        We understand that First Data Corporation ("First Data" or the "Company") proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), with New Omaha Holdings L.P. ("Parent") and Omaha Acquisition Corporation ("Sub"), pursuant to which Sub will be merged with and into the Company (the "Merger"). In the Merger, each outstanding share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock"), other than Dissenting Shares and Excluded Shares, will be converted into the right to receive $34.00 per share in cash (the "Merger Consideration"). As a result of the Merger, First Data will become a wholly owned subsidiary of Parent. The terms and conditions of the Merger are more fully set forth in the Merger Agreement and terms used herein and not defined shall have the meanings ascribed in the Merger Agreement.

        You have asked us whether, in our opinion, as of the date hereof, the Merger Consideration to be received by the holders of the Company Common Stock (other than Affiliates of or holders of beneficial interests in Parent, to the extent they also are holders of Company Common Stock) is fair, from a financial point of view, to such holders of Company Common Stock.

        In connection with rendering our opinion, we have, among other things:

B-1

        For purposes of our analysis and opinion, we have assumed and relied upon, without undertaking any responsibility for independent verification of, the accuracy and completeness of the information publicly available, and the information supplied or otherwise made available to, discussed with, or reviewed by us, including as to the completeness of the transaction process conducted on behalf of the Company by the advisors to the Company, and assume no liability therefor. For purposes of rendering this opinion, members of the management of the Company have provided us certain financial projections relating to the Company. With respect to the financial projections, we have assumed that they have been reasonably prepared on bases reflecting the best available estimates and good faith judgments of the future competitive, operating and regulatory environments and related financial performance of the Company.

        For purposes of rendering our opinion, we have assumed, with your consent, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. We have further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Merger.

        We have not made, nor assumed any responsibility for making, any independent valuation or appraisal of the assets or liabilities of the Company or any of its subsidiaries, nor have we been furnished with any such appraisals, nor have we evaluated the solvency or fair value of the Company or any of its subsidiaries under any state or federal laws relating to bankruptcy, insolvency or similar matters. Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It is understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise or reaffirm this opinion. Our opinion does not constitute a recommendation to any holder of Company Common Stock as to how such holder should respond to the Merger. In connection with the Merger, we have not been authorized by the Strategic Review Committee of the Board of Directors to solicit, nor have we solicited, prior to the date hereof, third party indications of interest for the acquisition of all or part of the Company and did not otherwise participate in the transaction process.

        We have not been asked to pass upon, and express no opinion with respect to, any matter other than the fairness from a financial point of view, as of the date hereof, to the holders of the Company Common Stock (with certain exceptions as set forth herein), of the Merger Consideration. We have assumed that any modification to the structure of the transaction will not vary in any respect material to our analysis. Our opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger. We are not legal, regulatory, accounting or tax experts and have assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

        We have acted as financial advisor to the Strategic Review Committee of the Board of Directors in connection with the Merger and will receive fees for our services. In addition, the Company has agreed to reimburse certain of our expenses and to indemnify us for certain liabilities arising out of our engagement.

B-2


        It is understood that this letter and the opinion expressed herein is for the information of the Company's Strategic Review Committee of the Board of Directors and Board of Directors in connection with and for the purposes of their evaluation of the Merger, and is not on behalf of, and shall not confer rights or remedies upon, any shareholder, creditor or any other person other than the members of the Strategic Review Committee of the Board of Directors and Board of Directors of the Company, or be used or relied upon for any other purpose. This opinion may not be disclosed, quoted, referred to or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval, except that this opinion may be included in its entirety, if required, in any filing made by the Company in respect of the Merger with the Securities and Exchange Commission, provided that this opinion is reproduced in such filing in full and any description of or reference to us or summary of this opinion and the related analyses in such filing is in a form reasonably acceptable to us and our counsel.

[Signature page follows]

B-3

        Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration to be received by the holders of the Company Common Stock (other than Affiliates of or holders of beneficial interests in Parent, to the extent they also are holders of Company Common Stock) is fair, from a financial point of view, to such holders of the Company Common Stock.


 
 
Very truly yours,

 
 
EVERCORE GROUP L.L.C.

 
 
By:
/s/  SAUL D. GOODMAN      

B-4


ANNEX C

April 1, 2007

Board of Directors
First Data Corporation
6200 South Quebec Street
Greenwood Village, CO 80111

Members of the Board of Directors:

        We understand that First Data Corporation (the "Company"), New Omaha Holdings L.P. (the "Parent") and Omaha Acquisition Corporation, a wholly-owned subsidiary of Parent (the "Merger Sub") propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated March 31, 2007 (the "Merger Agreement"), which provides, among other things, for the merger (the "Merger") of Merger Sub with and into the Company. Pursuant to the Merger, the Company will become a wholly-owned subsidiary of Parent and each outstanding share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock"), other than shares of Company Common Stock held by the Company as treasury stock, or by Parent or Merger Sub immediately prior to the effective time of the Merger, or by any wholly-owned Subsidiary (as defined in the Merger Agreement) of the Company or the Parent (such Subsidiaries together, the "Excluded Holders") or as to which dissenters' rights have been perfected, will be converted into the right to receive $34.00 per share in cash. The terms and conditions of the Merger are more fully set forth in the Merger Agreement.

        You have asked for our opinion as to whether the consideration to be received by the holders of shares of the Company Common Stock pursuant to the Merger Agreement is fair from a financial point of view to such holders, other than the Excluded Holders.

        For purposes of the opinion set forth herein, we have:

C-1

        We have assumed and relied upon, without independent verification, the accuracy and completeness of the information supplied or otherwise made available to us by the Company for the purposes of this opinion. With respect to the financial projections, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of the Company. We have also assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions. We have also assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the consummation of the Merger. We are not legal, tax, or regulatory advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to such matters.

        This opinion does not address the relative merits of the Merger as compared to the alternative transactions or strategies that might be available to the Company, or the underlying business decision of the Company to enter into the Merger. We have not made any independent valuation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor have we been furnished with any such valuations or appraisals or made any physical inspections of the properties or assets of the Company. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

        Morgan Stanley & Co Incorporated ("Morgan Stanley") has acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, a significant portion of which is contingent upon the closing of the Merger. In the past, Morgan Stanley and its affiliates have provided financial advisory and financing services for the Company and for affiliates of the Parent and have received fees for the rendering of these services. Morgan Stanley may also seek to provide such services to the Company and affiliates of the Parent in the future and will receive fees for the rendering of these services. In addition, Morgan Stanley and its affiliates, directors, or officers, including individuals working with the Company in connection with this transaction, may have committed and may commit in the future to invest in private equity funds managed by affiliates of the Parent. In the ordinary course of our trading, brokerage, investment management and financing activities, we or our affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for our own account or the accounts of customers, in debt or equity securities or senior loans of the Company, affiliates of the Parent or any other company or any currency or commodity that may be involved in this transaction.

        It is understood that this letter is for the information of the Board of Directors of the Company and may not be used for any other purpose without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with the Securities and Exchange Commission in connection with this transaction if such inclusion is required by applicable law. We express no opinion or recommendation as to how the shareholders of the Company should vote at the shareholders' meeting to be held in connection with the Merger.

C-2


        Based on and subject to the foregoing, we are of the opinion on the date hereof that the consideration to be received by the holders of shares of Company Common Stock pursuant to the Merger Agreement is fair from a financial point of view to such holders, other than the Excluded Holders.


 
 
Very truly yours,

 
 
MORGAN STANLEY & CO. INCORPORATED

 
 
By:
/s/  JAMES M. HEAD      
James M. Head
Managing Director

C-3


ANNEX D


SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

Sec. 262. Appraisal Rights.

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

D-1

        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

D-2

        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

        (h)   After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take

D-3


into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

D-4

LOGO

FIRST DATA CORPORATION

SPECIAL MEETING OF STOCKHOLDERS

Tuesday, July 31, 2007



LOGO   FIRST DATA CORPORATION (First Data)   proxy

This Proxy is solicited by the Board of Directors of First Data Corporation (First Data) for use at the Special Meeting on July 31, 2007.

By signing this proxy, you revoke all prior proxies and appoint Henry C. Duques and David R. Money, and each of them, with each having the full power to appoint his substitute, to represent and to vote all the shares of common stock of First Data you held in your account on June 21, 2007 at the Special Meeting of Stockholders of First Data, and any adjournment or postponement of such meeting, in the manner specified on the other side of this proxy. If no direction is given, this Proxy will be voted for Items 1 and 2. In their discretion, Mr. Duques and Mr. Money are also authorized to vote upon such other matters as may properly come before the meeting. Management presently is not aware of any such matters to be presented for action.

See reverse for voting instructions.


There are three ways to vote your Proxy
 
COMPANY #
    

Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE —TOLL FREE — 1-800-560-1965 — QUICK *** EASY *** IMMEDIATE

•
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on July 30, 2007.

•
Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you.

VOTE BY INTERNET — http://www.eproxy.com/fdc/ — QUICK *** EASY *** IMMEDIATE

•
Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on July 30, 2007.

•
Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we've provided or return it to First Data Corporation, c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul MN 55164-0873.

If you vote by Phone or Internet, please do not mail your Proxy Card

Please detach here

The Board of Directors Recommends a Vote FOR Items 1 and 2.


1.
 
Adoption of the Agreement and Plan of Merger, dated as of April 1, 2007, among New Omaha Holdings L.P., Omaha Acquisition Corporation and First Data Corporation, as it may be amended from time to time.
 
o
 
For
 
o
 
Against
 
o
 
Abstain

2.
 
Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Agreement and Plan of Merger referred to in 1.
 
o
 
For
 
o
 
Against
 
o
 
Abstain

3.
 
To transact such other business as may properly come before the Special Meeting and any adjournment or postponement of the Special Meeting.
 
 
 
 
 
 
 
 
 
 
 
 
    In their discretion, Mr. Duques and Mr. Money are authorized to vote upon such other business as may properly come before the Special Meeting and any adjournment or postponement of the Special Meeting.                        

Address Change? Mark Box    o   Date:      
Indicate changes below:    
   
           
   
           

 
 
    Signature(s) in Box
    Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

LOGO

FIRST DATA CORPORATION

SPECIAL MEETING OF STOCKHOLDERS

Tuesday, July 31, 2007

LOGO   FIRST DATA CORPORATION (First Data)   proxy

EMPLOYEE PROXY VOTING CARD IN CONNECTION WITH THE FIRST DATA CORPORATION INCENTIVE SAVINGS PLAN (ISP)/EMPLOYEE STOCK PURCHASE PLAN (ESPP)/2002 LONG-TERM INCENTIVE PLAN (LTIP) RESTRICTED STOCK

This Proxy is solicited on behalf of the Board of Directors of First Data Corporation (First Data).

Shown on the reverse side of this card are the number of shares of First Data common stock, if any, beneficially held for you in the ISP, in the ESPP, and as Restricted Stock, as of June 21, 2007.

By voting your shares as instructed on the reverse of this card so that it is received by 12:00 p.m. (C.T.) on July 29, 2007, you will have voted all of your shares held in the ISP, in the ESPP, and as Restricted Stock in the LTIP. If you own shares of First Data common stock outside of these plans, you will receive separate proxy materials which you should complete and return in the envelope provided with those materials.

Voting authorization for ISP Shares—I hereby instruct the Trustee under the ISP, to vote, in person or by proxy, all shares of common stock of First Data allocated to my account under the ISP at the Special Meeting of Stockholders of First Data to be held on July 31, 2007, and at any postponement or adjournment thereof, in the manner specified on the reverse side of this card. The Trustee will vote the ISP shares represented by the voting instruction if properly completed and signed by me and received back by 12:00 p.m. (C.T.) on July 29, 2007. The ISP Trustee Agreement instructs the Trustee to vote shares of First Data common stock allocated to my ISP account for which the Trustee has not received instructions from me in the same proportion on each issue as it votes those shares credited to participants' accounts for which the Trustee received instructions from participants.

Voting authorization for ESPP shares and Restricted Stock—I hereby appoint Henry C. Duques and David R. Money, as Proxies, each with the power to appoint his substitute, and hereby authorize them to represent and to vote, as designated below, all the shares of common stock of First Data beneficially held by me in the ESPP or as Restricted Stock on June 21, 2007, at the Special Meeting of Stockholders of First Data to be held on July 31, 2007, and at any adjournment or postponement thereof, in the manner specified on the reverse side of this card. With respect to ESPP Shares and Restricted Stock, this proxy, when properly executed, will be voted as directed by the undersigned stockholder. If no direction is given, this Proxy will be voted for Items 1 and 2. In their discretion, Mr. Duques and Mr. Money are also authorized to vote upon such other matters as may properly come before the meeting.

See reverse for voting instructions.


There are three ways to vote your Proxy
 
COMPANY #
    

Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE —TOLL FREE — 1-800-560-1965 — QUICK *** EASY *** IMMEDIATE

•
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on July 29, 2007.

•
Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you.

VOTE BY INTERNET — http://www.eproxy.com/fdc/ — QUICK *** EASY *** IMMEDIATE

•
Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on July 29, 2007.

•
Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we've provided or return it to First Data Corporation, c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul MN 55164-0873.

If you vote by Phone or Internet, please do not mail your Proxy Card

Please detach here

The Board of Directors Recommends a Vote FOR Items 1 and 2.


1.
 
Adoption of the Agreement and Plan of Merger, dated as of April 1, 2007, among New Omaha Holdings L.P., Omaha Acquisition Corporation and First Data Corporation, as it may amended from time to time.
 
o
 
For
 
o
 
Against
 
o
 
Abstain

2.
 
Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Agreement and Plan of Merger referred to in 1.
 
o
 
For
 
o
 
Against
 
o
 
Abstain

3.
 
To transact such other business as may properly come before the Special Meeting and any adjournment or postponement of the Special Meeting.
 
 
 
 
 
 
 
 
 
 
 
 
    In their discretion, Mr. Duques and Mr. Money are authorized to vote upon such other business as may properly come before the Special Meeting and any adjournment or postponement of the Special Meeting.                        

    Date:      
     
   
           

 
 
           

 
 
    Signature(s) in Box
    Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

LOGO

FIRST DATA CORPORATION

SPECIAL MEETING OF STOCKHOLDERS

Tuesday, July 31, 2007



LOGO   FIRST DATA CORPORATION (First Data)   proxy

This Proxy is solicited by the Board of Directors of First Data Corporation (First Data) for use at the Special Meeting on July 31, 2007.

By signing this proxy, you revoke all prior proxies and appoint Henry C. Duques and David R. Money, and each of them, with each having the full power to appoint his substitute, to represent and to vote all the shares of common stock of First Data you held in your account on June 21, 2007 at the Special Meeting of Stockholders of First Data, and any adjournment or postponement of such meeting, in the manner specified on the other side of this proxy. If no direction is given, this Proxy will be voted for Items 1 and 2. In their discretion, Mr. Duques and Mr. Money are also authorized to vote upon such other matters as may properly come before the meeting. Management presently is not aware of any such matters to be presented for action.

See reverse for voting instructions.

The Board of Directors Recommends a Vote FOR Items 1 and 2.


1.
 
Adoption of the Agreement and Plan of Merger, dated as of April 1, 2007, among New Omaha Holdings L.P., Omaha Acquisition Corporation and First Data Corporation, as it may amended from time to time.
 
o
 
For
 
o
 
Against
 
o
 
Abstain

2.
 
Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Agreement and Plan of Merger referred to in 1.
 
o
 
For
 
o
 
Against
 
o
 
Abstain

3.
 
To transact such other business as may properly come before the Special Meeting and any adjournment or postponement of the Special Meeting.
 
 
 
 
 
 
 
 
 
 
 
 
    In their discretion, Mr. Duques and Mr. Money are authorized to vote upon such other business as may properly come before the Special Meeting and any adjournment or postponement of the Special Meeting.                        

    Date:      
     
   
           

 
 
           

 
 
    Signature(s) in Box
    Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.