2002 Form of Non-qualified Stock Option Agreement For Non-executive Employees

Exhibit 10.10


FIRST DATA CORPORATION

LONG-TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

[FirstName] [MI]. [LastName] Option Number: [ ] [Address] Plan: [ ] [City, State, Postal, Country] ID: [ ]


Effective [Date of Grant] , you have been granted a Non-Qualified Stock Option to buy [Shares Granted] shares of FIRST DATA CORPORATION (the Company) stock at [$Grant PriceUSD] per share.


Shares in each period will become fully vested on the date shown.

Shares
Vest Type
Full Vest
Expiration
[Vest1] On Vest Date [Date1] [Expiration Date] [Vest2] On Vest Date [Date2] [Expiration Date] [Vest3] On Vest Date [Date3] [Expiration Date] [Vest4] On Vest Date [Date4] [Expiration Date]


These options are granted under and governed by the Terms and Conditions of the First Data Corporation Long-Term Incentive Plan.


FIRST DATA CORPORATION

BY:


Michael T. Whealy, Secretary

First Data Corporation 2002 Long-Term Incentive Plan Nonqualified Stock Option Grant- Terms and Conditions

1. These Terms and Conditions form part of the Stock Option Agreement (the " Agreement" ) that has been sent to you in connection with the grant of a Nonqualified Stock Option (" Stock Option" ) under the First Data Corporation 2002 Long-Term Incentive Plan (the " 2002 LTIP" ). A copy of the 2002 LTIP is enclosed for your convenience. Any capitalized terms used in this Agreement that are not defined herein shall have the meaning set forth in the 2002 LTIP.

2. The number of common shares of First Data Corporation subject to the Stock Option, and the option exercise price, are specified in the attached document (which forms part of the Agreement) and are subject to adjustment as described below.

3. Subject to other provisions of this Agreement and the terms of the 2002 LTIP, you will " vest," or have the right to exercise, this Stock Option as follows:

(a) On or after the first anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option for up to one-fourth (25%) of the total number of shares covered hereby;

(b) On or after the second anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option for up to one-half (50%) of the total number of shares covered hereby;

(c) On or after the third anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option for up to three-fourths (75%) of the total number of shares covered hereby;

(d) On or after the fourth anniversary and until the tenth anniversary of the grant date, you may exercise this Stock Option with respect to the total number of shares covered hereby;

(e) No part of this Stock Option may be exercised after the tenth anniversary of the grant date listed in the attached document.

Notwithstanding any other provision of the 2002 LTIP or this Agreement, to continue vesting in your award, you must execute and return to the Company an updated, lawful restrictive covenant agreement if requested by the Company. Failure to execute such an agreement will cause your award to cease vesting, although that portion of your award that is vested prior to the Company requesting you to execute an updated restrictive covenant agreement shall remain vested.

4. This Stock Option may not be exercised unless the following conditions are met:

(a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of shares upon exercise will comply with applicable U.S. federal, state, local and foreign laws.

(b)

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