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EXHIBIT 10.1
AMENDMENT NO. 1
TO THE
FIRST DATA CORPORATION
1993 DIRECTOR'S STOCK OPTION PLAN
WHEREAS, the shareholders of First Data Corporation (the "Corporation")
adopted and established the First Data Corporation 1993 Director's Stock Option
Plan (the "Plan"); and
WHEREAS, Section 9 of the Plan authorizes the Board of Directors of the
Corporation (the "Board") to amend the Plan.
NOW, THEREFORE, the Board hereby amends the Plan effective May 10, 2000 to
read as follows.
1. Section 5(d)(iii)(B), Nonqualified Stock Options, shall be amended to read
as follows::
(B) if a Non-Employee Director to whom a NQO has been granted
shall die holding a NQO that has not expired and has not been fully
exercised, his executors, administrators, heirs or distributees, as the
case may be, may, at any time within one year after the date of such death
(but in no event after the NQO has expired under the provisions of
Subparagraph 5(d)(i) above), exercise the NQO with respect to any shares of
common stock as to which the decedent could have exercised the NQO at the
time of his death or which become exercisable within one year after his
death, provided that for any NQO granted to a Non-Employee Director whose
death occurs prior to May 1, 2000, such exercise shall apply to the total
number of shares covered by the NQO grant; or
2. Section 6(f)(ii), Purchased Stock Options, shall be amended to read as
follows:
(ii) if a Non-Employee Director to whom a PSO has been granted
shall die holding a PSO that has not expired and has not been fully
exercised, his executors, administrators, heirs or distributees, as the
case may be, may, at any time within one year after the date of such death
(but in no event after the PSO has expired under the provisions of
Subparagraph 6(e) above), exercise the PSO with respect to any shares of
common stock as to which the decedent could have exercised the PSO at the
time of his death or which become exercisable within one year after his
death, provided that for any PSOs granted to a Non-Employee Director whose
death occurs prior to May 1, 2000, such exercise shall apply to the total
number of shares covered by the PSO; and
3. Except as otherwise specifically provided, this Amendment will be effective
May 10, 2000.
4. Any inconsistent provision of the Plan shall be read consistent with this
Amendment.
IN WITNESS WHEREOF, this Amendment has been adopted by resolution of the
First Data Corporation Board of Directors at its meeting on May 10, 2000.
By: /s/ Michael T. Whealy
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Michael T. Whealy, Secretary
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