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Exhibit 4.2    
  


 
 

BY-LAWS
  OF
  FIRST DATA CORPORATION
  (hereinafter called the "Corporation")    
  


ARTICLE I  


 OFFICES  


        Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington,
County of New Castle, State of Delaware. 


        Section 2. Other Offices. The Corporation also may have offices at such other places both within and without the State of Delaware
as the Board of Directors may from time to time determine. 


ARTICLE II  


 MEETINGS OF STOCKHOLDERS  


        Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at
such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. 


        Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other
business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the meeting. 


        Section 3. Special Meetings. Unless otherwise prescribed by law or by the Restated Certificate of Incorporation (including any
Certificates of Designation with respect to any Preferred Stock, the "Certificate of Incorporation"), Special Meetings of Stockholders, for any purpose or purposes, may be called by (i) the
Chairman of the Board of Directors, (ii) the Chief Executive Officer (iii) the President, if there be one, (iii) the Secretary, (iv) the Chairman of the Executive
Committee, or (v) any such officer at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Written notice of
a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at such meeting. 


        Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the
capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of
business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if 


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after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. 


        Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, all voting
shall be conducted in accordance with this Section 5. Directors shall be elected by a plurality of the votes of the shares present in person or represent by proxy at the meeting and entitled to
vote on the election of directors. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such stockholder or such other vote as set forth in the Certificate of Incorporation. Such votes may be cast in person or by proxy but no proxy shall be voted on
or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in such officer's discretion, may require that any votes cast at such meeting shall be cast by written ballot. 



        Section 6. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. 


        Section 7. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by Section 6 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. 



        Section 8. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation of the Corporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of
stockholders (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section 8 and on the record date for the determination of stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section 8. 


        In
addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation. 


        To
be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety
(90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the 


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day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. 



        To
be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares
of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and
regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. 


        No
person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 8. If the Chairman of the
annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded. 


        Section 9. Business at Annual Meetings. No business may be transacted at an annual meeting of stockholders, other than business
that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 9 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 9. 



        In
addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation. 


        To
be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety
(90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed
or such public disclosure of the date of the annual meeting was made, whichever first occurs. 


        To
be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief
description of the 


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business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements
or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of
such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. 



        No
business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this
Section 9, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing
in this Section 9 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be
transacted. 


ARTICLE III  


 DIRECTORS  


        Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one nor more than fifteen
members, the exact number of which shall be fixed from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three
classes, designated Class I, Class II and Class III, as provided in the Certificate of Incorporation. Any director may resign at any time upon notice to the Corporation. Directors
need not be stockholders. 


        Section 2. Vacancies. Any vacancy on the Board of Directors may be filled in accordance with Section 223 of the General
Corporation Law of the State of Delaware; provided, however, that vacancies and newly created directorships resulting from any increase in the authorized number of directors may only be filled by a
majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next election for such class and until
their successors are duly elected and qualified, or until their earlier resignation or removal. 



        Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders. 


        Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or
without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman, the Controlling Officer or any directors. Notice thereof stating the place, date and hour of the meeting shall be given to
each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or in person on twenty-four (24) hours' notice, or on
such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. 


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        Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these
By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 


        Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. 


        Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these
By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant
to this Section 7 shall constitute presence in person at such meeting. 


        Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate
one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board
of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or
members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and
affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. 



        Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. 


ARTICLE IV  


 OFFICERS  


        Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and there shall be a Chairman of the
Board of Directors (who must be a director), a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chief Executive Officer, President and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation
or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be
directors of the Corporation. 


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        Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the
officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors and
all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors. 


        Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by any officer of the Corporation and any such officer may, in the
name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons. 


        Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature of the Chief Executive Officer or President is required, the Chairman of the Board of Directors shall possess the same
power as the Chief Executive Officer and President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. The Chairman of the
Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to the Chairman by these By-Laws or by the Board of
Directors. 


        Section 5. Chief Executive Officer. At the request of the Chairman of the Board of Directors or in such person's absence or in the
event of such person's inability or refusal to act, the Chief Executive Officer, if not also the Chairman of the Board of Directors, and then the President, if there be one, shall perform the duties
of the Chairman of the Board of Directors, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board of Directors. The Chief Executive
Officer, or in such person's absence or in the event of such person's inability or refusal to act, the President, if there be one (such person, the "Controlling Officer"), shall, subject to the
control of the Board of Directors and the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Controlling Officer shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation,
except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these
By-Laws, the Board of Directors or the Controlling Officer. In the absence or disability of the Chairman of the Board of Directors, the Controlling Officer shall preside at all meetings of
the stockholders and the Board of Directors. The Controlling Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to such person by
these By-Laws or by the Board of Directors. 


        Section 6. Controlling Officer Succession. At the request of the Controlling Officer, in their absence, in the event of their
inability or refusal to act, or if there is no Controlling Officer, the officer designated by the Board of Directors) shall perform the duties of the Controlling Officer and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Controlling Officer. 



        Section 7. Secretary. The Secretary, or an Assistant Secretary, shall attend all meetings of the Board of Directors and all
meetings of stockholders and record all the proceedings thereat in a book or books 


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to be kept for that purpose; the Secretary, or an Assistant Secretary, also shall perform like duties for the standing committees when required. The Secretary, or an Assistant Secretary, shall give,
or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board of Directors, or the Controlling Officer under whose supervision the Secretary and Assistant Secretaries shall be. If the Secretary and all Assistant Secretaries are unable or
shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, then the Board of Directors, the Chairman of the Board of Directors or the
Controlling Officer may choose
another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. 


        Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Controlling Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all such officer's
transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of such person's death,
resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. 



        Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there
be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board of Directors, the Controlling Officer, any Vice
President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of such person's disability or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon the Secretary. 


        Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors, the Chairman of the Board of Directors, Controlling Officer, any Vice President, if there be one, or the Treasurer, and in the absence
of the Treasurer or in the event of such person's disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory
to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of such person's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever kind in such person's possession or under such person's control belonging to the Corporation. 



        Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers
as from time to time may be assigned to them by the Board of 


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Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers. 


ARTICLE V  


 STOCK  


        Section 1. Certificated and Uncertificated Shares. Shares of the Corporation's stock may be certificated or uncertificated, as
provided under Delaware law. All certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. The certificates shall be signed by
(i) the Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President and (ii) the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, and certify the number of shares owned by such holder in the Corporation. 



        Section 2. Signatures. Any signature required to be on a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. 


        Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen
or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 


        Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these
By-Laws. Transfers of stock shall be made on the books of the Corporation only by the record holder of such stock, or by their attorney lawfully constituted in writing, and, in the case of
stock represented by a certificate, upon the surrender of the certificate. 


        Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days
nor less than ten days before the date of such meeting, nor more than sixty days prior to any such other corporate action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 


        Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law. 


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   ARTICLE VI  


 NOTICES  


        Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to
be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be
given personally or by telegram, facsimile, telex, cable, e-mail or electronic means. 


        Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these
By-Laws, to be given to any director or member of a committee, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. 


ARTICLE VII  


 GENERAL PROVISIONS  


        Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any
dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve. 


        Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time designate. 



        Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. 


        Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 


ARTICLE VIII  


 INDEMNIFICATION  


        Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, or employee of the
Corporation, or is or was a director, officer, or employee of the Corporation serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the
person in connection with their defense of such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to 


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believe their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation and, with
respect to any criminal action, suit or proceeding, had no reasonable cause to believe his conduct was unlawful. 


        Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that the person is or was a director, officer, or employee of the Corporation, or is or was a director, officer, or employee of the Corporation serving at the request of
the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with their defense of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any action or suit, nor any claim, issue or matter therein, as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper. 


        Section 3. Prepayment of Expenses. The Corporation shall pay the actual and reasonable expenses incurred in investigating or
defending a threatened or pending action, suit or proceeding, in advance of its final disposition if the Corporation determines that the person likely will satisfy the requirements of Section 1
or 2 of this Article VIII and upon the receipt of an undertaking satisfactory to the corporation, which may require that such undertaking include a bond, security interest, or other security
for such undertaking, by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation under this
Article VIII. 


        Section 4. Indemnity if Successful on the Merits. If a person is entitled, under state law or otherwise, to indemnification by
reason of being successful on the merits in defense of any action, suit or proceeding, the Corporation shall indemnify that person if they obtain a final judgment or decision in their favor for the
entirety of the case. 


        Section 5. Exercise of Powers. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, or employee is proper in the circumstances because the person has met the
applicable standard of conduct set forth in this Article VIII. Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are
no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by majority vote of the stockholders. The exercise of the power to indemnify and
advance expenses by the Corporation pursuant to this Article VIII shall not be deemed to limit any other exercise or restriction of such powers by the Corporation. Provided, that any repeal or
modification of this Article VIII shall not adversely affect any right or protection of any person in respect to any act or omission occurring prior to the time of such repeal or modification. 


        Section 6. Indemnification by a Court. Notwithstanding any contrary determination or absence of determination in a specific case
under Section 5 of this Article VIII, any director, officer, or employee 


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may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1, 2 and 4 of this Article VIII. The
basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, or employee is proper in the circumstances because such person has met
the applicable standards of conduct set forth in Section 1, 2 or 4 of this Article VIII, as the case may be. Neither a contrary determination nor the absence of a determination in a
specific case under Section 5 of this Article VIII shall be a defense to such application or create a presumption that the director, officer, or employee seeking indemnification has not
met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6 shall be given to the Corporation promptly upon the filing of such application. 


        Section 7. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, or employee and shall inure
to the benefit of the heirs, executors and administrators of such a person. 


        Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer
or employee of the Corporation or is or was a director, officer or employee of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of
their status as such, whether or not the Corporation would have the power or the obligation to indemnify the person against such liability under the provisions of any article of incorporation, bylaw,
or agreement. 


        Section 9. Applicable Law. The rights granted under this Article VIII shall be limited to the extent any applicable laws
limit such rights to indemnity or the power to indemnify. 


        Section 10. Certain Definitions. For purposes of this Article VIII the following definitions shall apply. 



"Acted
in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action, suit or proceeding, had
no reasonable cause to believe their conduct was unlawful" shall include, but not be limited to, actions based on the following information from the Corporation or other corporation, partnership,
joint venture, trust, employee benefit plan, or enterprise to which the person is or was serving at the request of the Corporation (for purposes of this definition only, an "Enterprise"): records or
books of account of the Corporation or Enterprise, information supplied by an officer of the Corporation or Enterprise in the course of their duties, advice of legal counsel for the Corporation or
Enterprise, or information
or records given or reports made to the Corporation or Enterprise by an independent certified public accountant, appraiser or other expert selected with reasonable care by the Corporation or
Enterprise. 


"Corporation"
shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify its directors, officers, or employees so that any person who is or was a director, officer, or employee of such
constituent corporation, or is or was a director, officer, or employee of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provision of this Article VIII with respect to
the resulting or surviving corporation as they would have with respect to such constituent corporation if its separate existence had continued. 



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"Fines"
shall include any excise taxes assessed on a person with respect to any employee benefit plan. 


"Not
opposed to the best interest of the corporation" shall include actions taken in service to an employee benefit plan that the person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan. 



ARTICLE IX  


 AMENDMENTS  


        Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be
adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such
meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or
by a majority of the entire Board of Directors then in office. 


        Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term
"entire Board of Directors" means the total number of directors which the Corporation would have if there were no vacancies. 


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Exhibit 4.2


BY-LAWS OF FIRST DATA CORPORATION (hereinafter called the "Corporation")