exv10w13






Exhibit 10.13




The Western Union Company

Supplemental Incentive Savings Plan




ARTICLE I

PURPOSE AND HISTORY OF THE PLAN




     1.1 Plan History. The Western Union Company Supplemental Incentive Savings Plan (the
“Plan”) was established effective as of September 29, 2006, the date that The Western Union Company
(the “Company”) was spun off from First Data Corporation (the “Spin-Off Date”). As further
described herein, certain liabilities under the First Data SISP were transferred to the Plan as of
that time. The Plan is hereby amended and restated effective as of January 1, 2010.



     1.2 Accounts Transferred From the First Data SISP. The following accrued liabilities
were transferred from the First Data SISP to the Plan as of the Spin-Off Date:




	 	(a)	 	liability equal to the bookkeeping accounts for deferrals contributed after
December 31, 2004, plus related earnings, by Participants who are Business Employees.
	 
	 	(b)	 	liability equal to the bookkeeping accounts for employer matching
contributions, Service-Related Contributions, and ISP Plus Contributions to the extent
non-vested as of December 31, 2004, and for employer matching contributions,
Service-Related Contributions, and ISP Plus Contributions credited after December 31,
2004, plus related earnings, by Participants who are Business Employees.




For purposes of this Section 1.2, “Business Employee” means a Transferred Employee or any other
individual employed at any time on or prior to the Spin-Off Date by the Company or its Affiliates
who has, as of the Spin-Off Date, or who, immediately prior to his or her termination of employment
with all of First Data Corporation and its affiliates, had employment duties primarily related to
the business of providing consumer to consumer money transfer services, consumer to business
payment services, retail money order services and certain prepaid services. For purposes of this
Section 1.2, “Transferred Employee” means an employee of First Data Corporation or any of its
affiliates (other than the Company or any of its Affiliates) whose employment is transferred to the
Company or any of its Affiliates immediately prior to the Spin-Off Date.




     1.3 Purpose of the Plan. The purpose of the Plan is to further the growth and
development of the Company by enhancing the Company’s ability to attract and retain select
employees by providing a select group of senior management and highly compensated employees of the
Company and its Affiliates the opportunity to defer a portion of their cash compensation. The Plan
is intended to provide Participants with an



 









 




opportunity to supplement their retirement income through deferral of current compensation.
The Plan is an unfunded plan that is intended to comply with the requirements of Code § 409A. The
Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees within the meaning of
Title I of the Employee Retirement Income Security Act of 1974, as amended.




ARTICLE II

DEFINITIONS




     2.1 “Account” means any of the unfunded notional accounts established for a Participant under
the Plan, including the Participant’s Deferral Account, Western Union Matching Account, First Data
Matching Account, First Data ISP Plus Contributions Account, First Data Service-Related
Contributions Account, and First Data eOne Global Employer Basic Contributions Account, if
applicable.



     2.2 “Affiliate” means any entity that is treated as a single employer together with the
Company pursuant to Code § 414(b) or (c).



     2.3 “Base Salary” means a Participant’s annualized base salary, without taking into account
(a) commissions, bonus amounts of any kind, reimbursements of expenses, income realized upon
exercise of stock options or sales of stock, or (b) deferrals of income under this Plan or any
other employee benefit plan of the Company or an Affiliate.



     2.4 “Board” means the Board of Directors of the Company.



     2.5 “Bonus” means the payout amount earned by a Participant under one of the Company’s annual
bonus or incentive compensation plans.



     2.6 “Change in Control” means Change in Control as defined in The Western Union Company 2006
Long-Term Incentive Plan, or a successor plan.



     2.7 “Code” means the United States Internal Revenue Code of 1986, as amended.



     2.8 “Committee” means The Western Union Company Employee Benefits Committee, or its
successor.



     2.9 “Company” means The Western Union Company.



     2.10 “Deferral Account” means the record maintained by the Company for each Participant who
has an account balance for the cumulative amount of (a) account balance liabilities accumulated
under the First Data SISP with respect to deferred salary and bonus amounts which were transferred
from the First Data SISP to this Plan as of the Spin-off Date, (b) Salary, Bonus and/or Performance
Grant amounts deferred pursuant to




			
	 	 	 
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this Plan, and (c) imputed gains or losses on those amounts accrued as provided in Article IV of
the Plan.




     2.11 “Deferred Compensation Agreement” means, collectively, the written agreements between a
Participant and the Company (or an Affiliate), or between a Participant and First Data Corporation
(or any of First Data Corporation’s affiliates), in the form prescribed by the Committee, whereby a
Participant makes a Distribution Election and may agree to defer a portion of his or her Salary,
Bonus and/or Performance Grants.



     2.12 “Designated Beneficiary” means the person or persons designated by a Participant pursuant
to rules prescribed by the Committee to receive any benefits payable pursuant to the Plan upon his
or her death. In the absence of a beneficiary designation, or if a Participant’s Designated
Beneficiary dies prior to the Participant’s death, the Participant’s Designated Beneficiary shall
be his or her surviving spouse, if any, and if none, his or her estate.



     2.13 “Disability” means that the Participant (a) is unable to engage in any substantially
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (b) is, by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than
12 months, receiving income replacement benefits for a period of not less than 3 months under a
disability or accident or health plan covering employees of the Company and Affiliates.



     2.14 “Distribution Election” means the election by a Participant made in accordance with
Articles III and VI that specifies the time and form in which the Participant’s Account will be
distributed.



     2.15 “Employee” means a full-time employee on the United States payroll of the Company or an
Affiliate.



     2.16 “First Data eOne Global Employer Basic Contributions Account” means the record maintained
by the Company for each Participant who has an account balance for the cumulative amount of
(a) account balances accumulated under the First Data SISP with respect to First Data eOne Global
Employer Basic Contributions (as defined under the First Data SISP) the liability for which was
transferred from the First Data SISP to this Plan, and (b) imputed gains or losses on those amounts
accrued as provided in Article IV of the Plan.



     2.17 “First Data ISP Plus Contributions Account” means the record maintained by the Company
for each Participant who has an account balance for the cumulative amount of (a) account balances
accumulated under the First Data SISP with respect to ISP Plus Contributions (as defined under the
First Data SISP) the liability for



			
	 	 	 
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which was transferred from the First Data SISP to this Plan, and (b) imputed gains or losses on
those amounts accrued as provided in Article IV of the Plan.




     2.18 “First Data Service-Related Contributions Account” means the record maintained by the
Company for each Participant who has an account balance for the cumulative amount of (a) account
balances accumulated under the First Data SISP with respect to Service-Related Contributions (as
defined under the First Data SISP) the liability for which was transferred from the First Data SISP
to this Plan, and (b) imputed gains or losses on those amounts accrued as provided in Article IV of
the Plan.



     2.19 “First Data SISP” means the First Data Corporation Supplemental Incentive Savings Plan
and the First Data Corporation Supplemental Incentive Savings Plan-2.



     2.20 “First Data Matching Account” means the record maintained by the Company for each
Participant who has an account balance for the cumulative amount of (a) account balances
accumulated under the First Data SISP with respect to employer matching contributions the liability
for which was transferred from the First Data SISP to this Plan, and (b) imputed gains or losses on
those amounts accrued as provided in Article IV of the Plan.



     2.21 “Incentive Savings Plan” or “ISP” means The Western Union Company Incentive Savings Plan,
as amended from time to time.



     2.22 “Investment Fund” means any of the notional investments or hypothetical investment
measures as may be designated by the Company from time to time for purposes of determining the
gains or losses to be assigned to the Accounts. Investment Funds shall be notional, unfunded, and
used solely for the purpose of determining imputed gains or losses in a Participant’s Account.
Except as may otherwise be determined by the Company in its sole discretion, the available
Investment Funds shall be the same investment options available to participants under the Incentive
Savings Plan, excluding any brokerage account option or any employer stock fund.



     2.23 “LTIP” means The Western Union Company 2006 Long-Term Incentive Plan, as amended from
time to time.



     2.24 “Participant” means an Employee who has satisfied the Plan’s eligibility criteria, has
entered into a written Deferred Compensation Agreement in accordance with the provisions of the
Plan, and has not received a complete distribution of his Accounts.



     2.25 “Performance Grant” means the cash amount payable with respect to a Performance Grant
under the LTIP that is “performance-based compensation” within the meaning of Code § 409A and the
regulations thereunder.



     2.26 “Performance Measures” means the term Performance Measures as defined in the LTIP.



			
	 	 	 
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     2.27 “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act
of 1934, as modified, and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.



     2.28 “Plan” means The Western Union Company Supplemental Incentive Savings Plan.



     2.29 “Plan Year” means the calendar year.



     2.30 “Potential Change in Control” means any of the following: (a) the Company enters into an
agreement, the consummation of which would result in the occurrence of a Change in Control of the
Company; (b) the Company or any Person publicly announces an intention to take or consider taking
actions which if consummated would constitute a Change in Control of the Company; (c) any Person
becomes the beneficial owner, directly or indirectly, of securities of the Company representing
9.5% or more of either the then outstanding shares of common stock of the Company or the combined
voting power of the Company’s then outstanding securities; unless that Person has filed a schedule
under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated
under Section 13, and that schedule (including any and all amendments) indicates that the Person
has no intention to (i) control or influence the management or policies of the Company, or
(ii) take any action inconsistent with a lack of intention to control or influence the management
or policies of the Company; or (d) the Board adopts a resolution to the effect that a Potential
Change in Control has occurred.



     2.31 “Salary” means a Participant’s Base Salary plus commissions and incentive compensation,
other than Bonus or Performance Grants, paid to the Participant for personal services rendered by
the Participant to the Company or an Affiliate during a calendar year.



     2.32 “Separation from Service” means a “separation from service” under Code § 409A. A
Separation from Service occurs if the facts and circumstances indicate that the Company and its
Affiliates and the Participant reasonably anticipate that no further services will be performed
after a certain date or that the level of bona fide services the Participant will perform after
such date (whether as an Employee or as an independent contractor) will decrease to no more than 20
percent of the average level of bona fide services performed (whether as an Employee or as an
independent contractor) over the immediately preceding 36-month period (or the full period of
services if the Participant has been providing services for less than 36 months). Notwithstanding
the foregoing, the employment relationship is treated as continuing while the Participant is on
military leave, sick leave or other bona fide leave of absence if the period of leave does not



			
	 	 	 
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exceed six months, or if longer, so long as the Participant retains the right to reemployment with
the Company or an Affiliate under an applicable statute or contract.




     2.33 “Severe Financial Hardship” means an unforeseeable emergency causing severe financial
hardship to the Participant resulting from one or more of the following:




	 	(a)	 	Accident or illness of the Participant, the Participant’s spouse or dependent
(as defined in Code § 152, without regard to Code § 152(b)(1), (b)(2) and (d)(1)(B));
	 
	 	(b)	 	Loss of the Participant’s property due to casualty; or
	 
	 	(c)	 	Similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.




The purchase of a home or payment of college tuition is not a Severe Financial Hardship. Whether a
Participant has experienced a Severe Financial Hardship and the amount available to the Participant
as a result of a Severe Financial Hardship shall be determined by the Committee in accordance with
Code § 409A based on the relevant facts and circumstances.




     2.34 “Specified Employee” means a Participant who is a “key employee” (as defined in Code
§ 416(i)(1)(A)(i), (ii) or (iii) without regard to Code § 416(i)(5)) at any time during the 12
month period ending on the December 31 of a Plan Year (the “Identification Date”). An Employee
shall be treated as a Specified Employee only for the 12 month period beginning on the next April 1
following the Identification Date (each such April 1 being the “Specified Employee Effective
Date”). Notwithstanding the foregoing, compensation that is excluded from an employee’s gross
income on account of the location of the services or the identity of the employer that is not
effectively connected with a trade or business within the United States and is excludable as
foreign compensation under Code § 415 shall not be treated as compensation for purposes of
determining Specified Employees.



     2.35 “Spin-Off Date” means September 29, 2006, the date that the Company was spun off from
First Data Corporation.



     2.36 “Vested Interest” means a Participant’s nonforfeitable interest in his or her Account,
determined in accordance with Article V.



     2.37 “Western Union Matching Account” means the record maintained by the Company for each
Participant who has an account balance for the cumulative amount of (a) Company matching
contributions pursuant to this Plan, and (b) imputed gains or losses on those amounts accrued as
provided in Article IV of the Plan.



     2.38 “Year of Service” means a year of service as defined in the Incentive Savings Plan.



			
	 	 	 
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ARTICLE III

PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS




     3.1 Eligibility. The Company shall identify those Employees who are eligible to defer
amounts under the Plan. Eligibility to be a Participant in the Plan and to defer amounts under the
Plan is entirely at the discretion of the Company and shall be limited to a select group of senior
management or highly compensated employees. Eligibility to defer amounts under the Plan for any
calendar year shall not confer the right to defer amounts for any subsequent year.



     3.2 Deferrals. A Participant may elect to defer up to 80% of the Participant’s Salary
and Bonus and up to 100% of a Performance Grant, subject to such additional guidelines and
limitations adopted by the Committee, by entering into a Deferred Compensation Agreement in
accordance with Section 3.3. The Salary and Bonus otherwise payable to a Participant for each Plan
Year beginning after the date of the election and any Performance Grant specified in a Deferred
Compensation Agreement shall be reduced by the amount elected to be deferred, and the Participant’s
Deferral Account shall be credited for the amount deferred. Participants shall make separate
elections with respect to deferrals of Salary, Bonus and Performance Grants. Deferrals from Salary
shall be withheld in substantially equal amounts from Salary payable for the Plan Year to which the
Deferred Compensation Agreement relates. Deferrals from Bonus shall be withheld from the Bonus
otherwise payable for the Plan Year to which the Deferred Compensation Agreement relates, and
deferrals from a Performance Grant shall be withheld from the Performance Grant specified in the
Deferred Compensation Agreement. Elections to defer Salary, Bonus and Performance Grants are
irrevocable, except as otherwise provided in the Plan. With respect to Business Employees who
continue to be eligible to defer amounts under the Plan, Deferred Compensation Agreements entered
into before the Spin-Off Date shall be continued as if the Deferred Compensation Agreements had
been made under this Plan and will be continued as provided in Section 3.3.



     3.3 Elections to Defer.




	 	(a)	 	Newly Eligible Employees. An eligible Employee who has not
previously been eligible to participate in the Plan (or any other plan required to be
aggregated with the Plan pursuant to Code § 409A) and who wishes to participate in the
Plan must execute a Deferred Compensation Agreement within 30 days after he or she
first becomes eligible to participate in the Plan (or any other plan required to be
aggregated with the Plan pursuant to Code § 409A). The Deferred Compensation Agreement
shall be irrevocable with respect to the current Plan Year, except as otherwise
provided in the Plan, and shall be effective only with respect to compensation payable
for services performed subsequent to the execution of the Deferred Compensation
Agreement. The Employee may change his or her Deferred Compensation Agreement
election with respect to services






			
	 	 	 
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	 	 	 	to be performed in any subsequent Plan Year under the provisions in Section 3.3(c).
	 
	 	 	 	In the Employee’s first year of participation, if the Bonus or Performance Grant
for which the election is made is an annual bonus or is otherwise based on a
specified performance period, then the Employee’s Deferred Compensation Agreement
election with respect to the Bonus or Performance Grant will apply only to the
portion of the Bonus or Performance Grant equal to the total amount of the Bonus or
Performance Grant multiplied by the ratio of the number of days remaining in the
performance period after the date of the Deferred Compensation Agreement over the
total number of days in the performance period.
	 
	 	(b)	 	Former Participants with No Account Balance and Employees Ineligible for
Two Years. If a former Participant has been paid all amounts deferred under the
Plan (and all other plans required to be aggregated with the Plan pursuant to Code §
409A) and on or before the date of the last payment was not eligible to continue to
participate in the Plan (or any other plan required to be aggregated with the Plan
pursuant to Code § 409A) for periods after the last payment (other than through an
election of a different time and form of payment with respect to amounts paid), the
Employee may be treated as newly eligible to participate in the Plan pursuant to
Section 3.3(a) as of the first date following such payment that the Employee again
becomes eligible to participate in the Plan. If an Employee has ceased to be eligible
to defer amounts under the Plan (and all other plans required to be aggregated with
the Plan pursuant to Code § 409A) (other than the accrual of earnings), regardless of
whether all amounts deferred under the Plan (and all other plans required to be
aggregated with the Plan pursuant to Code § 409A) have been paid, and subsequently
becomes eligible to participate in the Plan again, the Employee may be treated as
newly eligible to participate pursuant to Section 3.3(a) if the Employee has not been
eligible to participate in the Plan (or any other plan required to be aggregated with
the Plan pursuant to Code § 409A) (other than the accrual of earnings) at any time
during the 24-month period ending on the date that the Employee again becomes eligible
to participate in the Plan.
	 
	 	(c)	 	Previously Eligible Employees. An eligible Employee who has
previously been eligible to participate in the Plan (or any other plan required to be
aggregated with the Plan pursuant to Code § 409A) but is not treated as newly eligible
to participate in the Plan under Section 3.3(b) and who wishes to change his or her
deferral election or make an initial deferral election must enter into a Deferred
Compensation Agreement with respect to compensation paid for services performed during
a Plan Year at any time prior to the beginning of that Plan Year. The new Deferred
Compensation Agreement election shall be effective for such Plan Year





			
	 	 	 
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	 	 	 	and all subsequent Plan Years, except that the Employee may change his or her
Deferred Compensation Agreement deferral election at any time through the
December 31 prior to the beginning of a Plan Year. After the December 31 prior to
the beginning of the Plan Year, the Deferred Compensation Agreement deferral
election shall become irrevocable with respect to that Plan Year, except as
otherwise provided in the Plan. The Committee may, in its sole discretion,
establish earlier deadlines or annual enrollment periods for such election changes
during which such elections must be made.
	 
	 	(d)	 	Elections to Defer Performance Grants. Notwithstanding the forgoing
provisions of this Section 3.3, an eligible Employee may elect to defer a Performance
Grant at any time on or before the date that is six months before the end of the
applicable performance period, provided (i) the Employee has performed services for
the Company or an Affiliate continuously from the later of the beginning of the
performance period or the date the Performance Measures are established for the
Performance Grant in writing (which shall be no later than 90 days after the
commencement of the performance period) through the date of this election and (ii) the
amount payable in respect of the Performance Grant is not calculable and substantially
certain to be paid as of the time of this election.
	 
	 	(e)	 	Cancellation of Deferral Election for 401(k) Plan Hardship
Distribution. Notwithstanding a Participant’s deferral election in his or her
Deferred Compensation Agreement, a Participant’s deferral election shall be cancelled
if required under the 401(k) plan sponsored by the Company or an Affiliate which is
the Participant’s Employer due to the Participant’s receipt of a hardship distribution
from such 401(k) plan, pursuant to the requirements of Code § 1.401(k)-1(d)(3). After
the cancellation required under the 401(k) plan has expired, the Participant may
execute a new Deferred Compensation Agreement, in accordance with the timing
requirements for previously eligible employees under Section 3.3(c).





     3.4 Company Matching Contributions. For any Plan Year in which a Participant is
deferring amounts under the Plan, the Participant’s Western Union Matching Account shall be
credited with an amount each pay period, calculated as follows:




	 	(a)	 	dollar for dollar on the sum of the Participant’s contributions to the ISP
(other than catch-up contributions) and the Participant’s contributions of Salary and
Bonus to the Plan, up to the first 3% of the sum of (i) the Participant’s Compensation
(as defined in the ISP without regard to the Code § 401(a)(17) limitation) for the pay
period, plus (ii) Salary and Bonus amounts deferred under the Plan for the pay period,
and $.50 for each dollar on the sum of the Participant’s contributions to the ISP
(other than catch-up






			
	 	 	 
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	 	 	 	contributions) and the Participant’s Salary and Bonus contributions to the Plan, up
to the next 2% of the sum of (i) the Participant’s Compensation (as defined in the
ISP without regard to the Code § 401(a)(17) limitation) for the pay period, plus
(ii) Salary and Bonus amounts deferred under the Plan for the pay period,
	 
	 	(b)	 	minus the amount of employer matching contributions contributed to the
Participant’s ISP accounts for the pay period;




provided, however, that the amounts credited to the Participant’s Western Union Matching Account
for any year pursuant to the foregoing shall not exceed the total employer matching contributions
that would be provided under the ISP absent any plan-based restrictions that reflect limits on
qualified plan contributions under the Code.



To the extent the Participant receives additional employer matching contributions under the ISP
when employer matching contributions are recalculated on an annual basis under the ISP, the
Participant’s Western Union Matching Account under the Plan may be reduced by the amount of the
additional employer matching contributions contributed to the ISP for the Plan Year.




     3.5 Company Discretionary Contributions. For any Plan Year, the Company may, in its
discretion, credit a Participant’s Account in an amount determined in the sole discretion of the
Committee at any time and without regard to any amount credited to the Account of any other
Participant. Company discretionary contributions credited to a Participant’s Account pursuant to
this Section 3.5 shall vest in accordance with the schedule applicable to the Participant’s Western
Union Matching Account, as set forth in Section 5.2.



ARTICLE IV

DEEMED INVESTMENT OF ACCOUNTS




     4.1 Selection of Investment Funds. Except as may otherwise be determined by the
Company in its sole discretion, the Investment Funds available under the Plan shall be the same
investment options available to participants under the Incentive Savings Plan, excluding any
brokerage account option or any employer stock fund. The availability of an Investment Fund shall
not give, or be deemed for any purpose to give, a Participant an interest in any asset or
investment held by the Company for any purpose.



     4.2 Participant Identification of Investment Funds. Participants shall select one or
more Investment Funds with respect to which imputed gains or losses shall be calculated and
attributed (credited or debited) to the Participant’s Account. Participants who are active
Employees may change the Investment Funds with respect to which gains or losses on their future
deferrals are calculated on any business day, with any change effective as soon as administratively
practicable. All Participants may, upon notice to the Plan’s recordkeeper, change the Investment
Funds with respect to which gains or losses on their Account balance will be calculated on any
business day. Changes



			
	 	 	 
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received by the Plan’s recordkeeper prior to the close of trading on the New York Stock Exchange
will be effective as of that day. Changes received by the recordkeeper after such time on any day
will be effective as of the end of the next trading day on the New York Stock Exchange. If a
Participant does not choose any Investment Fund, the gains or losses on the amounts credited to the
Participant’s Account shall be calculated by reference to the Target Retirement fund based on the
Participant’s age as of the default investment election date.




     4.3 Daily Valuation. The Committee shall maintain a record of each Participant’s
Account. Each Participant’s Account shall be adjusted on a daily basis to reflect the deemed gains
or losses of the Investment Funds selected by the Participant.



ARTICLE V

VESTING




     5.1 Vesting in Deferral Account, First Data ISP Plus Contributions Account, and First Data
Service-Related Contributions Account. Each Participant shall be 100% vested in the
Participant’s Deferral Account, First Data ISP Plus Contributions Account, and First Data
Service-Related Contributions Account at all times.



     5.2 Vesting in Western Union Matching Account. Each Participant shall be vested in
the Participant’s Western Union Matching Account in accordance with the following vesting schedule:



	 	 	 	 	 	 
	Years of Service	 	 	Vesting Percentage
	Less than 1
	 	 	 	0	%
	1
	 	 	 	25	%
	2
	 	 	 	50	%
	3
	 	 	 	75	%
	4 or more
	 	 	 	100	%






     5.3 Vesting in First Data Matching Account and First Data eOne Global Employer Basic
Contributions Account. The vested portion in each Participant’s First Data Matching Account at
the time of the determination will be equal to the sum of the Participant’s First Data Matching
Account in the Plan at the time of the determination and the Participant’s First Data Matching
Account under The Western Union Company Grandfathered Supplemental Incentive Savings Plan at the
time of the determination, multiplied by the Participant’s vesting percentage at the time of the
determination, minus the Participant’s First Data Matching Account under The Western Union Company
Grandfathered Supplemental Incentive Savings Plan at the time of the determination. The vested
portion in each Participant’s First Data eOne Global Employer Basic Contributions Account at the
time of the determination will be equal to the sum of the Participant’s First Data eOne Global
Employer Basic Contributions Account in the Plan at the time of the determination and the
Participant’s First Data eOne Global Employer Basic Contributions Account under The Western Union
Company Grandfathered Supplemental Incentive Savings Plan at the time of the determination,
multiplied by the



			
	 	 	 
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Participant’s vesting percentage at the time of the determination, minus the Participant’s First
Data eOne Global Employer Basic Contributions Account under The Western Union Company Grandfathered
Supplemental Incentive Savings Plan at the time of the determination.




     The following vesting schedule applies for purposes of this Section 5.3, based on the
Participant’s Years of Service at the time of the determination:




	 	 	 	 	 	 
	Years of Service	 	 	Vesting Percentage
	Less than 1
	 	 	 	0	%
	1
	 	 	 	25	%
	2
	 	 	 	50	%
	3
	 	 	 	75	%
	4 or more
	 	 	 	100	%






     5.4 100% Vesting Events. Each Participant shall be 100% vested in the
Participant’s entire Account to the extent not already vested upon the Participant’s death, the
Participant’s Disability, the Participant’s attainment of age 65, or the termination of the Plan.



     5.5 Violation of Agreement. If a Participant violates any restrictive covenants
agreement or any non-solicitation or non-compete agreement that the Participant has signed with the
Company or an Affiliate, the Participant shall forfeit the Participant’s entire Account under the
Plan, other than the Participant’s Deferral Account, regardless of whether the Participant was
vested in the amounts being forfeited. The Committee shall determine whether a Participant has
violated any such agreement in its sole discretion.



ARTICLE VI

DISTRIBUTIONS




     6.1 Timing of Commencement of Distributions. A Participant shall elect one of the
following times for commencement of distributions with respect to: (a) unvested amounts transferred
to this Plan from the First Data SISP that were credited to the Participant’s Account prior to
January 1, 2005, (b) amounts credited to the Participant’s Accounts for the 2005 Plan Year and the
2006 Plan Year and (c) amounts credited to the Participant’s Accounts each Plan Year, commencing
with the 2007 Plan Year.




	 	(a)	 	Specified Payment Date. The date the Participant specifies in a
Distribution Election that has not been postponed pursuant to Section 6.4. With
respect to elections for Plan Years commencing on and after January 1, 2007, the
payment date may be any calendar date that is more than four years following the end
of the Plan Year to which the Deferred Compensation Agreement relates.
	 
	 	(b)	 	Separation from Service. The date the Participant has a Separation
from Service, or a specified time following the Participant’s Separation from






			
	 	 	 
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	 	 	 	Service. A Participant may elect immediate commencement or a time following
Separation from Service that is prior to the 5th anniversary of the
Participant’s Separation from Service. Notwithstanding any other provision of the
Plan, if the Participant is a Specified Employee on the date of his or her
Separation from Service, any amounts otherwise payable prior to the 6th
month anniversary of the Participant’s Separation from Service shall be delayed
until the day following the 6th month anniversary of the Participant’s
Separation from Service.





     6.2 Form of Distributions. A Participant shall elect one of the following forms of
distribution with respect to: (a) unvested amounts transferred to this Plan from the First Data
SISP that were credited to the Participant’s Account prior to January 1, 2005, (b) amounts credited
to the Participant’s Accounts for the 2005 Plan Year and the 2006 Plan Year and (c) amounts
credited to the Participant’s Accounts each Plan Year, commencing with the 2007 Plan Year. A
Participant may elect distribution in the form of a lump sum payment or quarterly or annual
installments over a period of up to 10 years. Each installment shall be determined by dividing the
Participant’s Account balance as of the end of the month immediately preceding the month of the
distribution by the number of remaining installments.



     6.3 Special Distribution Provisions.



     (a) Default Distribution Election. If a Participant fails to make an election
(including an election carryover pursuant to Section 6.3(c)) specifying the time or form in which
all or any portion of the amounts credited to the Participant’s Account will be paid, the
Participant shall be deemed to have elected to receive (i) a lump sum distribution, if the
Participant has failed to make an election specifying the form of payment, and (ii) a payment upon
Separation from Service, if the Participant has failed to make an election specifying the time of
payment. The default election provisions of this section will be effective as of the date the
initial Deferred Compensation Agreement is effective, and as of that date, cannot be changed except
as provided in the Plan with respect to changing Distribution Elections.



     (b) Distribution Elections for Accounts From the First Data SISP. A Participant who
was formerly a participant in the First Data SISP and whose balance under the First Data SISP was
transferred from the First Data SISP to this Plan shall be deemed to have the same Distribution
Election as previously filed with respect to the First Data SISP (if such an election was filed),
unless the Participant changes the election in accordance with the procedures in this Plan.



     (c) Election Carryover. If a Participant makes a Distribution Election for a Plan Year
or has a Distribution Election carried over from the First Data SISP, the Distribution Election
will remain in effect for all subsequent Plan Years for which the Participant fails to make a new
Distribution Election. The election carryover will apply to all subsequent Plan Years until the
Participant actually makes a new Distribution Election for a Plan Year.



			
	 	 	 
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     (d) Small Account Balance. Notwithstanding a Participant’s Distribution Election(s),
if the Participant’s Account balance under the Plan (and all plans required to be aggregated with
the Plan under Code § 409A) is less than or equal to the applicable dollar amount under Code
§ 402(g)(1)(B) on the date a distribution is to commence, the recipient shall receive a lump sum
payment of the Participant’s Account balance, provided the payment results in the termination and
liquidation of the entirety of the Participant’s interest in the Plan (and all plans required to be
aggregated with the Plan under Code § 409A).



     (e) Election Changes Permitted On or Before December 31, 2008 Pursuant to Internal Revenue
Service Transition Relief. Notwithstanding anything in this Article to the contrary, a
Participant may be permitted to make a new Distribution Election on or before December 31, 2008
with respect to the time and/or form of payment of (a) unvested amounts transferred to this Plan
from the First Data SISP that were credited to the Participant’s Account prior to January 1, 2005,
(b) amounts credited to the Participant’s Accounts for the 2005 Plan Year and the 2006 Plan Year,
(c) amounts credited to the Participant’s Accounts for the 2007 Plan Year, and (d) amounts credited
to the Participant’s Accounts for the 2008 Plan Year. However, any such new Distribution Elections
will apply only to amounts that would not otherwise be payable in 2008 and may not cause an amount
to be paid in 2008 that would not otherwise be payable in 2008. In addition, any such new
Distribution Election that specifies a distribution commencement date prior to June 1, 2009 will be
deemed to be an election to commence distribution on June 1, 2009.



     6.4 Changing Distribution Elections. A Participant may change his or her Distribution
Election as to timing and/or form of payment if:




	 	(a)	 	the change does not accelerate any payments within the meaning of Code § 409A;
	 
	 	(b)	 	the Participant executes a new Distribution Election at least 12 months prior
to the earliest date payment would have commenced under the prior Distribution
Election;
	 
	 	(c)	 	any payments under the new Distribution Election will not commence earlier
than 5 years from the date the payments would have otherwise commenced under the prior
Distribution Election; and
	 
	 	(d)	 	the new Distribution Election will not take effect until 12 months after the
date it was executed by the Participant.




For purposes of this Section 6.4, payments made in the form of installments shall be treated as a
single payment.






			
	 	 	 
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     6.5 Designation of Beneficiary. A Participant may designate one or more Designated
Beneficiaries (who may be designated contingently or successively) by filing a written notice of
designation with the Committee in such form as the Committee may prescribe. Each designation will
automatically revoke any prior designations by the same Participant. Any beneficiary designation
will be effective as of the date on which the written designation is received by the Committee
during the lifetime of the Participant.



     6.6 Severe Financial Hardship. In the event of a Severe Financial Hardship of a
Participant, the Participant may request distribution of some or all of the Participant’s Account
or the cancellation of the Participant’s election to defer Salary or Bonus for the remainder of the
Plan Year. The Committee shall require such evidence as is reasonably necessary to determine if a
distribution is warranted and satisfies the requirements of a Severe Financial Hardship pursuant to
Code § 409A. The Committee shall determine the amount available to the Participant, if any, in its
sole discretion based on the relevant facts and circumstances and in accordance with Code § 409A.
If the Committee grants a Participant’s request to cancel an election to defer Salary or Bonus, the
Participant may again make an election to defer Salary or Bonus only in accordance with Article
III.



     6.7 Payments on Account of Failure to Comply with Code § 409A. If any portion of the
Participant’s Account that has not yet been distributed must be included in the Participant’s
taxable income for a calendar year pursuant to Code § 409A, the Committee shall distribute the
portion of the Account that has been included in the Participant’s taxable income as soon as
administratively practicable.



ARTICLE VII

DEFERRED COMPENSATION AND BENEFITS TRUST




     Upon the occurrence of any Potential Change in Control, the Company may in its discretion
transfer to a Deferred Compensation and Benefits Trust ( “DCB Trust”) an amount of cash, marketable
securities, or other property acceptable to the trustee equal in value of up to 105% of the amount
necessary to pay the Company’s obligations with respect to Accounts under this Plan (the “Funding
Amount”). Any cash, marketable securities, and other property so transferred shall be held,
managed, and disbursed by the trustee subject to and in accordance with the terms of the DCB Trust.
In addition, from time to time, the Company may make any and all additional transfers of cash,
marketable securities, or other property acceptable to the trustee as may be necessary in order to
maintain the Funding Amount with respect to this Plan. Any amounts transferred to the DCB Trust
under this paragraph shall, at any time prior to the consummation of a Potential Change in Control,
be returned to the Company by the Trustee at the Company’s request. The Company and any successor
shall continue to be liable for the ultimate payment of Participants’ Accounts.



     Notwithstanding the immediately preceding paragraph, the Company will not transfer any cash,
securities, or other property to the DCB Trust at a time when such a transfer would cause adverse
tax consequences under Code § 409A.



			
	 	 	 
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ARTICLE VIII

AMENDMENT, MODIFICATION AND TERMINATION




     8.1 Amendment and Termination. The Company may, at its sole discretion, amend or
terminate the Plan at any time provided that the amendment or termination shall not adversely
affect the vested or accrued rights or benefits of any Participant without the Participant’s prior
consent. Notwithstanding the foregoing, the Company may amend the Plan at any time, without the
consent of any Participant, as necessary or desirable to comply with the requirements, or avoid the
application, of Code § 409A. Any termination of the Plan will be made in compliance with the
requirements of Code § 409A and the regulations thereunder.



     8.2 Further Actions to Conform to Code § 409A. Notwithstanding any provision of the
Plan, the Plan will be construed, administered or deemed amended as necessary to comply with the
requirements of Code § 409A to avoid taxation under Code § 409A(a)(1) to the extent subject to Code
§ 409A. The Committee, in its sole discretion shall determine the requirements of Code § 409A
applicable to the Plan and shall interpret the terms of the Plan consistently therewith. Under no
circumstances, however, shall the Company or any affiliate or any of its or their employees,
officers, directors, service providers or agents have any liability to any person for any taxes,
penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties
or interest imposed under Code § 409A.



ARTICLE IX

ADMINISTRATION AND INTERPRETATION




     The Committee shall have final discretion, responsibility, and authority to administer and
interpret the Plan. This includes the discretion and authority to determine all questions of fact,
eligibility, or benefits relating to the Plan. The Committee may also adopt any rules it deems
necessary to administer the Plan. The Committee’s responsibilities for administration and
interpretation of the Plan shall be exercised by Company employees who have been assigned those
responsibilities by the Company’s management. Any Company employee exercising responsibilities
relating to the Plan in accordance with this Article shall be deemed to have been delegated the
discretionary authority vested in the Committee with respect to those responsibilities, unless
limited in writing by the Committee. Any Participant may appeal any action or decision of these
employees to the Committee. Claims for benefits under the Plan and appeals of claim denials shall
be in accordance with Articles XI and XII. Any interpretation by the Committee shall be final and
binding on the Participants and any Designated Beneficiary.



ARTICLE X

MISCELLANEOUS




     10.1 Non-assignability. Neither a Participant nor a Designated Beneficiary may
voluntarily or involuntarily anticipate, assign, or alienate (either at law or in equity)



			
	 	 	 
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any benefit under the Plan, and the Committee shall not recognize any such anticipation,
assignment, or alienation. Furthermore, a benefit under the Plan shall not be subject to
attachment, garnishment, levy, execution, or other legal or equitable process. Any attempted sale,
conveyance, transfer, assignment, pledge or encumbrance of the rights, interests, or benefits
provided pursuant to the terms of the Plan or the levy of any attachment or similar process
thereupon, shall be null and void and without effect.




     10.2 Taxes. The Company shall deduct from all payments made under this Plan all
applicable federal or state taxes required by law to be withheld.



     10.3 Governing Law. To the extent not preempted by federal law, the Plan shall be
construed in accordance with, and shall be governed by, the laws of the state of Colorado without
regard to any conflict of laws provisions thereunder.



     10.4 Form of Communication. Any election, application, claim, notice, or other
communication required or permitted to be made by a Participant or Designated Beneficiary to the
Committee shall be made in such form as the Committee may prescribe, and shall not be effective
until the date specified in the Plan or by the Committee for such communication. If no form or
date is specified, such communication shall be effective upon receipt of the communication in
writing by the Company’s Senior Vice President, Compensation and Benefits at 12500 East Belford
Avenue, Englewood, CO 80112.



     10.5 Service Providers. The Company or Committee may, in their sole discretion,
retain one or more independent entities to provide services in connection with the operation and
administration of the Plan. Except as may be specifically delegated or assigned to any such entity
in writing or as otherwise provided in this Plan, the Committee shall retain all discretionary
authority under this Plan. No Participant or other person shall be a third party beneficiary with
respect to, or have any rights or recourse under, any contractual arrangement between the Company
or Committee and any such service provider.



     10.6 Unsecured General Creditor. Participants and their beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, interest, or claims in any
property or assets of the Company. The assets of the Company shall not be held under any trust for
the benefit of Participants, their beneficiaries, heirs, successors, or assigns, or held in any way
as collateral security for the fulfilling of the obligations of the Company under this Plan. Any
and all Company assets shall be, and remain, the general, unpledged, unrestricted assets of the
Company. The Company’s obligation under the Plan shall be an unfunded and unsecured promise of the
Company to pay money in the future.



     10.7 Gender and Number. Except when otherwise indicated by the context, the masculine
gender shall also include the feminine gender and vice versa, and the singular shall also include
the plural and vice versa.



			
	 	 	 
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     10.8 No Right to Continued Employment. Nothing contained in the Plan shall confer
upon any Participant any right with respect to the continuation of the Participant’s employment by,
or consulting relationship with, the Company, or interfere in any way with the right of the
Company, subject to the terms of any separate employment agreement or other contract to the
contrary, at any time to terminate such services or to increase or decrease the compensation of the
Participant. Nothing in this Plan shall limit or impair the Company’s right to terminate the
employment of any employee. Participation in this Plan is a matter entirely separate from any
pension right or entitlement the Participant may have and from the terms or conditions of the
Participant’s employment. Any Participant who leaves the employment of the Company shall not be
entitled to any compensation for any loss of any right or any benefit or prospective right or
benefit under this Plan which the Participant might otherwise have enjoyed whether such
compensation is claimed by way of damages for wrongful dismissal or other breach of contract or
otherwise.



     10.9 Participation in Other Plans. Nothing in this Plan shall affect any right which
the Participant may otherwise have to participate in any retirement plan or agreement which the
Company or an Affiliate has adopted or may adopt.



     10.10 Entire Understanding. This instrument contains the entire understanding between
the Company and the Participants participating in the Plan relating to the Plan, and supersedes any
prior agreement between the parties, whether written or oral. Neither this Plan nor any provision
of the Plan may be waived, modified, amended, changed, discharged or terminated except as provided
in the Plan.



     10.11 Provisions Severable. To the extent that any one or more of the provisions of
the Plan shall be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.



     10.12 Headings. The article and section headings are for convenience only and shall
not be used in interpreting or construing the Plan.



     10.13 Successors, Mergers, or Consolidations. Any agreement under the Plan shall
inure to the benefit of and be binding upon (a) the Company and its successors and assigns and upon
any corporation into which the Company may be merged or consolidated, and (b) the Participant and
his or her heirs, executors, administrators, and legal representatives.



ARTICLE XI

CLAIMS PROCEDURE




     Claims for benefits under the Plan shall be filed in writing, within 180 days after the event
giving rise to a claim, with the Company’s Senior Vice President, Compensation and Benefits (the
“Plan Administrator”), who shall have absolute discretion to determine whether benefits are payable
under the Plan, interpret and apply



			
	 	 	 
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the Plan, evaluate the facts and circumstances, and make a determination with respect to the claim
in the name and on behalf of the Committee. The claim shall include a statement of all relevant
facts and copies of all documents, materials, or other evidence that the claimant believes relevant
to the claim.




     The Plan Administrator shall furnish a notice to any claimant whose claim for benefits under
the Plan has been denied within 90 days from receipt of the claim. This 90-day period may be
extended if special circumstances require an extension, provided that the time period cannot exceed
a total of 180 days from the Plan’s receipt of the claimant’s claim and the written notice of the
extension is provided before the expiration date of the initial 90-day claim period. If an
extension is required, the Plan Administrator shall provide a written notice of the extension that
contains the expiration date of the initial 90-day claim period, the special circumstances that
require an extension, and the date by which the Plan Administrator expects to render its benefits
determination.



     If the adverse decision relates to a claim involving the Disability of a Participant, the Plan
Administrator shall furnish a notice to the claimant whose claim for benefits has been denied
within 45 days from receipt of the claim. This 45-day period may be extended for an additional
30-day period if special circumstances require an extension, and the additional 30-day period may
be further extended for up to 30 more days if special circumstances require a further extension.
If any extension of the time period for notifying a claimant is required, the Plan Administrator
shall provide a written notice of the extension to the claimant containing the expiration date of
the then-applicable claim period, the special circumstances that require an extension, and the date
by which the Plan Administrator expects to render the benefits determination.




	 	 	The Plan Administrator’s claim denial notice shall set forth:






	 	(b)	 	the specific reason or reasons for the denial;
	 
	 	(c)	 	specific references to pertinent Plan provisions on which the denial is
based;
	 
	 	(d)	 	a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why the material or information is
necessary; and
	 
	 	(e)	 	an explanation of the Plan’s claims review procedure describing the steps to
be taken by a claimant who wishes to submit his or her claim for review, including any
applicable time limits, and a statement of the Participant’s or beneficiary’s right to
bring a civil action under ERISA § 502(a) if the claim is denied on review.





     A claimant who wishes to appeal the adverse determination must submit a request for review in
writing to the Plan Administrator within 60 days (180 days in the event of a claim involving a
Disability) after the appealing claimant receives notice of the denial of benefits.



			
	 	 	 
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ARTICLE XII

CLAIMS REVIEW PROCEDURE




     Any Participant, former Participant, or Designated Beneficiary of either, who has been denied
a benefit claim, shall be entitled, upon written request, to a review of the denied claim by the
Committee. A claimant appealing a denial of benefits (or the authorized representative of the
claimant) shall be entitled to:




	 	(f)	 	submit in writing any comments, documents, records and other information
relating to the claim and request a review;
	 
	 	(g)	 	review pertinent Plan documents; and
	 
	 	(h)	 	upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the claim. A document, record,
or other information shall be considered relevant to the claim if such document,
record, or other information (i) was relied upon in making the benefit determination,
(ii) was submitted, considered, or generated in the course of making the benefit
determination, without regard to whether such document, record, or other information
was relied upon in making the benefit determination, or (iii) demonstrates compliance
with the administrative processes and safeguards designed to ensure and verify that
benefit claim determinations are made in accordance with the Plan and that, where
appropriate, the Plan provisions have been applied consistently with respect to
similarly situated Participants or Designated Beneficiaries.





     The Committee shall reexamine all facts related to the appeal and make a final determination
as to whether the denial of benefits is justified under the circumstances.



     Decision on Review. The decision on review of a denied claim shall be made in the
following manner:




	 	(a)	 	The decision on review shall be made by the Committee, who may in its
discretion hold a hearing on the denied claim. The Committee shall make its decision
solely on the basis of the written record, including documents and written materials
submitted by the Participant or Designated Beneficiary (or the authorized
representative of the Participant or Designated Beneficiary). The Committee shall
make its decision promptly, which shall ordinarily be not later than 60 days (45 days
in the event of a claim involving a Disability) after the Plan’s receipt of the
request for review, unless special circumstances (such as the need to hold a hearing)
require an extension of time for processing. In that case a decision shall be
rendered as soon as possible, but not later than 120 days (90 days in the event of a
claim involving a Disability) after receipt of the request for review. If an
extension of time is required due to special circumstances, the Committee will provide
written notice of the extension to the Participant or Designated Beneficiary prior to
the time the





			
	 	 	 
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	 	 	 	extension commences, stating the special circumstances requiring the extension and
the date by which a final decision is expected.
	 
	 	(b)	 	The decision on review shall be in writing, written in a manner calculated to
be understood by the Participant or Designated Beneficiary. If the claim is denied,
the written notice shall include specific reasons for the decision, specific
references to the pertinent Plan provisions on which the decision is based, a
statement of the Participant’s or Designated Beneficiary’s right to bring an action
under ERISA § 502(a), and a statement that the Participant or Designated Beneficiary
is entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the claimant’s
claim for benefits. A document, record, or other information shall be considered
relevant to the claim if such document, record, or other information (i) was relied
upon in making the benefit determination, (ii) was submitted, considered, or generated
in the course of making the benefit determination, without regard to whether such
document, record, or other information was relied upon in making the benefit
determination, or (iii) demonstrates compliance with the administrative processes and
safeguards designed to ensure and verify that benefit claim determinations are made in
accordance with the Plan and that, where appropriate, the Plan provisions have been
applied consistently with respect to similarly situated claimants.
	 
	 	(c)	 	The Committee’s decision on review shall be final. In the event the decision
on review is not provided to the Participant or Designated Beneficiary within the time
required, the claim shall be deemed denied on review.





ARTICLE XIII

LAWSUITS, JURISDICTION, AND VENUE




     No lawsuit claiming entitlement to benefits under this Plan may be filed prior to exhausting
the claims and claims review procedures described in Articles XI and XII. Any such lawsuit must be
initiated no later than (a) one year after the event(s) giving rise to the claim occurred, or (b)
60 days after a final written decision was provided to the claimant under Article XII, whichever is
sooner. Any legal action involving benefits claimed or legal obligations relating to or arising
under this Plan may be filed only in Federal District Court in the city of Denver, Colorado.
Federal law shall be applied in the interpretation and application of this Plan and the resolution
of any legal action. To the extent not preempted by federal law, the laws of the state of Colorado
shall apply.



ARTICLE XIV

EFFECTIVE DATE OF PLAN




     This Plan, as amended and restated, shall be effective as of January 1, 2010.




			
	 	 	 
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     The Company hereby agrees to the provisions of the Plan and in witness of its agreement, the
Company by its duly authorized officer has executed the Plan on the date written below.



	 	 	 	 	 	 	 
	 	 	THE WESTERN UNION COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 






			
	 	 	 
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