1992 Form of Non-qualified Stock Option Agreement For Executive Officers

Exhibit 10.11


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

NQO TERMS AND CONDITIONS

1. Pursuant to the First Data Corporation 1992 Long-Term Incentive Plan (the " Plan" ), First Data Corporation (the " Company" ) hereby grants to you, as of the Date of Grant specified above, a nonqualified stock option to purchase the number of common shares (par value $0.01 per share) of the Company specified above at the option price per share specified above (which number of shares and price per share may be adjusted pursuant to Paragraph 6 below).

2. Enclosed you will find a copy of the Plan which is incorporated in this instrument by reference and made a part hereof. The Plan should be carefully examined before any decision is made to exercise the option.

3. Subject to the provisions of this Agreement and the applicable provisions of the Plan, you may exercise this option as follows: a) Unless otherwise determined by the Compensation and Benefits Committee (the " Committee" ) of the Board of Directors (the " Board" ) of the Company in its sole discretion, no part of this option may be exercised before the first Anniversary of the Date of Grant listed above or after the expiration of ten years from the Date of Grant set forth above; b) At any time or times on or after the first Anniversary of the Date of Grant listed above, you may exercise this option as to the number of shares which, when added to the shares as to which you have theretofore exercised this option, if any, will not exceed one-fourth (25%) of the total number of shares covered hereby;

c) At any time or times on or after the second Anniversary of the Date of Grant listed above, you may exercise this option as to the number of shares which, when added to the shares as to which you have theretofore exercised this option, if any, will not exceed one-half (50%) of the total number of shares covered hereby; and

d) At any time or times on or after the third Anniversary of the Date of Grant listed above, you may exercise this option as to the number of shares which, when added to the shares as to which you have theretofore exercised this option, if any, will not exceed three-fourths (75%) of the total number of shares covered hereby; and

e) At any time or times on or after the fourth Anniversary of the Date of Grant listed above and thereafter through the Tenth Anniversary of the Date of Grant listed above, you may exercise this option as to the number of shares which, when added to the shares as to which you have theretofore exercised this option, if any, will not exceed the total number of shares covered hereby. This option may not be exercised for a fraction of a common share of the Company.

4. This option may not be exercised by you unless all of 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 be in compliance with the Securities Act of 1933, as amended, and applicable U.S. federal, state, local and foreign laws;

(b) You must pay at the time of exercise the full purchase price for the shares being acquired hereunder, by (i) paying in United States dollars by cash (which may be in the form of a check, (ii) tendering common shares owned by you which have a fair market value equal to the full purchase price for the shares being acquired, such fair market value to be determined in such reasonable manner as may be provided from time to time by the Committee or as may be required in order to comply with or conform to the requirements of any applicable or relevant laws or regulations, (iii) paying in such other form as the Committee may determine in its sole discretion, or (iv) tendering a combination of the forms of payment provided for in Subparagraphs 4 (b) (i) through 4 (b) (iii) above; and

(c) You must, at all times during the period beginning with the Date of Grant of this option and ending on the date of such exercise, have been employed by the Company or an Affiliate (as defined in the Plan), have served ...