Filed by First Data Corporation

                           pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                          of the Securities Exchange Act of 1934
                                                   Commission File No: 001-31527
                                              Subject Company: Concord EFS, Inc.

This communication is not a solicitation of a proxy from any security holder of
First Data Corporation or Concord EFS, Inc., and First Data Corporation and
Concord EFS, Inc. will be filing with the Securities and Exchange Commission a
definitive joint proxy statement/prospectus to be mailed to security holders and
other relevant documents concerning the planned merger of Concord EFS, Inc. with
a subsidiary of First Data Corporation. WE URGE INVESTORS TO READ THE DEFINITIVE
VERSION OF THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by First Data
Corporation will be available free of charge from First Data Investor Relations,
6200 S. Quebec St., Suite 340, Greenwood Village, CO, 80111. Documents filed
with the SEC by Concord EFS, Inc. will be available free of charge from Concord
Investor Relations, 2525 Horizon Lake Drive, Suite 120, Memphis, TN, 38133.

First Data Corporation and its directors and executive officers and other
members of its management and employees, may be deemed to be participants in the
solicitation of proxies from the stockholders of First Data Corporation in
connection with the merger. Information about the directors and executive
officers of First Data Corporation and their ownership of First Data Corporation
stock is set forth in the proxy statement for First Data Corporation's 2003
annual meeting of stockholders.

THE FOLLOWING IS A TRANSCRIPT OF A CONFERENCE CALL OF FIRST DATA CORPORATION
HELD ON THURSDAY, JUNE 12, 2003:

     David Banks: Good afternoon, everyone and welcome. I'm David Banks, Senior
          vice president of Investor Relations for First Data. We're glad to see
          that many of you were able join us here in London for our Second
          Annual International Investor Day. This is about twice the attendance
          we had last year. If we can equate those growth rates to growth rates
          of First Data, we'll be in good shape.

          With me today are Charlie Fote, our Chairman and CEO, Pam Patsley,
          President of First Data International, and Bill Thomas, President of
          Western Union, International.

          At lunch, you may have met some of our other Executive Committee
          Members, as well as people who help manage our international
          businesses. Charlie and Pam will introduce some of them, momentarily.
          These individuals will be available for a few minutes of informal
          Q-and-A, at the conclusion of this presentation. We'll also have
          several members of our management team at dinner, tonight, for those
          of you who are joining us, there.

          Please note in the information you were provided with that our dinner
          venue has changed. We're now dining at the Bluebird Restaurant. I
          understand that that's between 20 and 30 minutes from here. We'll
          start cocktails at 6.30 and we'll have dinner immediately following. I
          want to add one quick reminder, here. We will release our 2nd quarter
          earnings on July 17th. I'd mentioned that, at one point, but I still
          have been getting some questions on that. It's July 17th.

                                       1


          Today's call is being recorded. Our presentation is available on our
          website, at www.FIRSTDATA.COM. A replay will be available beginning at
          8 AM Eastern Time tomorrow. We'll file a transcript of the call with
          the SEC.

          All statements made by First Data officers on this call are the
          property of First Data, and subject to copyright protection. Recording
          replay or distribution of any transcription of this call is
          prohibited, without the express written consent of First Data.

          I want to remind you that our comments include forward-looking
          statements. I ask that you refer to the cautionary information in our
          2002 10K. Or find a complete copy at the back of today's presentation
          deck.

          This communication is not a solicitation or proxy from any security
          holder of First Data or Concord EFS. The companies will be filing a
          joint proxy with the SEC to be mailed to security holders. You'll see
          a complete version of the non-solicitation language in today's
          presentation deck.

          Now let me walk you through the agenda for the day. Since a sizeable
          portion of the audience here is just getting acquainted with the First
          Data Story, Charlie asked that I spend a few moments providing a
          quick, basic overview of First Data and our primary businesses. For
          you First Data veterans, I'll try to move quickly.

          Charlie will spend a few minutes briefly introducing the team, and
          providing a business update. Bill Thomas will spend about 10 minutes
          highlighting just a few things about how our Western Union
          International business is performing, and illustrating how our Western
          Union team around the world is working in tandem with First Data
          International, to pursue joint opportunities.

          Pam Patsley will then build on this discussion, and provide a broad
          update on the First Data International business she's been leading for
          a little more than a year, now. Then we'll open it up to questions.
          Joining us at that time will be Christina Gold, President of Western
          Union, and Scott Betts, President of our Merchant Services unit. Scott
          is also leading the integration efforts for our pending Concord
          merger. We've allotted about two-to-two and a half hours for today's
          presentation and Q-and-A. We should finish sometime between 3 and
          3.30, local time. By that time, hopefully our friends in the US who
          were unable to join us in person today will be working on their second
          cup of coffee.

          To the business. In simple terms, First Data provides millions of
          access points around the world to enable the movement of money. From
          consumers to other consumers, from consumers to businesses, from
          businesses to governments. For transactions that occur in real-time on
          a prepaid basis, through online and offline mechanisms, or with a
          built-in float period. We are absolutely positioned for future growth.
          For those of you who are familiar with us, you've seen this chart a
          lot. It speaks to the strong runway ahead of us. This "secular trend"
          is an event that is forever changing the payments landscape around the
          world. Today, about 32% of all payment transactions in the US at the
          point-of-sale are electronic. Our share of that 32% last year equated
          to 10.2 billion merchant transactions. By the year 2010, some
          estimates call for that 32% electronic share to grow to better than
          50%. In the US, expect more of that growth to occur in the stored
          value and debit card processing markets. Recent industry events may
          well accelerate this

                                       2


          activity. This increased point-of-sale electronic usage bodes well for
          First Data. Some 70% of the revenues in our Merchant Services segment
          results from the mere occurrence of electronic transactions,
          regardless of the dollar volume related to those transactions.

          Another significant trend impacting our business is worldwide
          migration. As Christina Gold shared with you last month, the
          International Monetary Fund sized the worldwide remittance market at
          $138 billion. Based on the face value of the consumer-to-consumer
          money transfers we moved through Western Union International and
          Mexico last year, we think about 88% of that $138 billion is still
          available to us in the future. This remittance market continues to be
          driven largely by the need for people to find prosperity outside of
          their native country, and then use that prosperity to meet the basic
          needs of their families back home. The UN reports 175 million people
          live outside their country-of-origin. That's around 3% of our world
          population. These two underlying trends, the movement away from cash
          and checks to electronic forms of payment, and worldwide migration,
          drive our business.

          Now let me break that growth down into the business segment. We
          recognize four of them, which are illustrated here. Payment Services,
          Merchant Services, Card Issuing Services (also known as Outsourcing
          Services) and Emerging Payments--our eONE Global Business. This chart
          breaks down the relative revenue contribution of each of those
          businesses.

          Now, let me go through them separately. Payment Services is the
          largest, generating revenues of $3.2 billion, last year; about 40% of
          our total revenue base. That revenue base grew by 18%, and has been
          growing at an annual average of 18% from 1999 to 2002. We moved nearly
          $700 billion in money transfers, official checks, money orders and
          other payment instruments in 2002. This segment accounts for about
          half of First Data's profits. Margins have stayed consistently in the
          low 30s. This segment is driven largely by the ongoing success of one
          of the world's most-recognized consumer brands--Western Union, which
          accounts for about 80% of the segment revenue.

          The heart of Western Union is more than 159,000 agent locations, where
          consumers can wire money around the world. We're growing this agent
          network by about 20% annually. We expect to end this year with about
          180,000 worldwide agent locations. We think the right number,
          eventually, is somewhere between 300,000 and 500,000 worldwide. Today,
          about 51,000 of our agents are located in the US and Canada. The
          balance operate outside of those two countries, through about 400
          super-agent relationships. In North America, where Western Union is
          the "super agent", about 47% of our agents operate out of supermarkets
          and convenience stores, with another 14% operating out of
          check-cashing outlets. Bill will provide you some international agent
          statistics when he speaks. Most of these agent contracts are
          multi-year in nature. These agents know the markets they serve. They
          speak the language, and they drive the business. The commissions they
          earn from Western Union help drive their motivation to succeed on
          behalf of Western Union. These agents facilitate the movement of more
          than 100 million transactions every year.

          The Payment Services product offerings range from money transfers to
          bill payment to official checks and money orders and prepaid services.
          We generate 80% of the segment revenues from C2C and C2B money
          transfers. The remaining 20% comes from official checks, money orders
          and prepaid services such as ValueLink. We generate revenues on

                                       3


          the ValueLink product from both an initial sales fee when consumers
          purchase the cards, and from subsequent transaction fees each time the
          card is used by the consumer.

          The prepaid market opportunities are dramatic. Certain estimates say
          that the global prepaid wireless market is $125 billion, growing to
          $250 billion by 2005. Bain & Company estimated that US consumers spent
          some $38 billion in stored-value cards last year--up 20% from the
          previous year. ValueLink's stored value product is a great example of
          how we're leveraging our millions of merchant relationships in our
          Merchant Services segment, which I'll talk about, now.

          In 2002, Merchant Services generated $2.8 billion in revenue; about
          34% of First Data's consolidated revenue. Annual growth there has held
          consistently in the 20s, with a strong focus on expanding into
          vertical markets and new, international arenas, by making strategic
          acquisitions. More than a third of First Data's profits come from this
          segment. While historically under pressure from 3-5% pricing
          decreases, 2002 profit margins were in the high 20s.

          We generate revenues and profits there by providing point-of-sale
          transaction and processing services at some 3 million merchant
          locations, and for millions of their consumers. Last year, First Data
          processed 10.2 billion merchant transactions, through brick-and-mortar
          locations, via the internet, and over the phone. We're on a run rate
          to process 12.8 billion transactions in the next 12 months.

          While 65% of our sales volume occurs at large merchants, that is,
          those with more than $70 million in annual processed sales, we derive
          only 20% of our segment revenues from these large merchants. We go to
          market here through a host of bank-based alliance partnerships. Chase
          Merchant Services, Wells Merchant Services, Paymentech, to name three
          of our largest. These partnering arrangements, again, are long-term in
          nature. Our longest-term alliance relationships with Wells Fargo is 10
          years old. Our go-to-market strategy in the Merchant segment also
          includes fully-owned entities such as PayPoint and CSI.

          We provide a host of services to merchants through this business.
          Primary among them are our point-of-sale processing and settlement of
          credit and debit card transactions, both offline and online. While you
          may see consumer spending going up or down over time, we remain
          extremely agnostic to the size of those consumer spends. Because
          again, directionally, about 70% of our revenues in this segment result
          from transactions--not from the dollar volume of those transactions.
          We also provide terminal and equipment sales and rentals to those
          merchants, as well as back-office services such as chargebacks, risk
          management and call center services.

          In this segment, we also derive about 14% of our revenues through our
          TeleCheck verification and guarantee business. We know that the shift
          from check and cash to electronics is slowing the overall check
          growth. The TeleCheck and the merchant relationship we have there
          provide a key strategic framework, as those merchants enable the
          consumer shift to electronic payments. ECA, TeleCheck's electronic
          check-acceptance product, is helping enable that shift.

                                       4


          Our third-large segment is Card Issuing Services. Many of you now know
          this as Outsourcing Services. This segment generated revenues of about
          $1.9 billion in 2002, or about 25% of our First Data revenue. About
          $500 million of this revenue represents reimbursables such as postage
          and telecom. This segment accounts for about 18% of First Data
          profits. If you back out the impact of the zero margin reimbursable
          revenue, margins are in the 20s. We service 324 million bank card,
          debit and retail-based accounts for some 1,400 card-issuing clients.
          We have nearly 90 million card accounts, mostly retail-based today, in
          our pipeline which we expect to convert by the end of next year.
          Again, like our other businesses, the contracts here are long-term in
          nature, generally running 5-10 years.

          We provide a variety of services for card-issuer clients. Primary
          among them are authorization and processing of card-based
          transactions. We also produce millions of plastics each year, and
          print and mail cardholder statements. Additionally, we provide
          back-office support functions such as fraud protection and account
          resolution. We spent more than $200 million over the last 3 years
          improving our system, to handle these and other client-driven
          needs--either as stand-alone functions, or in tandem with other
          services. Excluding the pass-through reimbursables, about 70% of the
          revenues we create in this segment are account-based, with the
          remaining 30% based on transactions and other items.

          eONE Global is our final segment, known as our Emerging Payments
          business. Emerging Payments is on a run rate to generate almost $200
          million in revenue this year. The focus here primarily is on two
          businesses. We derive most of the revenue in this segment from
          business tax payments to governmental entities at the federal, state
          and local level. We're working with a host of telecom partners to
          develop the next wave of payment options that will eventually enable
          your cell phone to work as a payment device. I'll explain more of its
          structure in a moment.

          eONE's vision here is to create the future of global payments, today.
          Its mission is to develop, commercialize and operate emerging payment
          technology companies in the business, government and mobile
          marketplaces. Financially, the objective is to deliver 50% revenue
          growth to First Data, and to provide a $0.02 to $0.03 accretive EPS
          contribution to First Data by 2005.

          Strategically, EONE is focused on emerging payment technologies in the
          mobile, government and enterprise marketplaces. It leverages the
          strengths and resources of both First Data and our partner iFormation
          group. It's focused on becoming the e-payments authority in each
          industry it serves. eONE Global was formed in late 2000, out of a
          partnership between First Data and iFormation Group. iFormation is a
          partnership of Boston Consulting, Goldman Sachs and General Atlantic.

          This chart shows you the primary business structure. It includes the
          govONE business, focused on government payments, Encorus, focused on
          developing the wireless payment market, and the newly created
          Velosant, focused on the enterprise marketplace. These four businesses
          combine to create the payments powerhouse that is First Data. At the
          consolidated level, we generated $7.6 billion in revenue last year--a
          growth of 15%. We have a record of generating strong, consistent
          earnings as well as consistent cash flow that we use to reinvest in
          the business, buy back our own stock and make strategic acquisitions.
          It leads to our 2003 estimated 14-17% top line growth and EPS guidance
          of $1.87 to $1.93. It also leads to our continued confidence in
          attaining our overall

                                       5


          objectives of 14-17% growth on both the top line and the bottom line,
          over the longer term.

          So that's our story. Now I'll turn it over to Charlie, who'll do the
          introductions, provide a brief business update and give you a little
          flavor of how he's thinking about our future.

     Charles Fote: Thanks, David. Good afternoon and welcome to London,
          everyone. As always, David got a little long-winded, so I'll get us
          back on schedule. [laughter] By the way, I'm not sure your
          spell-checker was working, David, but I know that the team here helped
          run it through the English version of English.


          First, I want to formally introduce the members of our Executive
          Committee who are with us, today. Scott Betts serves as President of
          Merchant Services. Scott's been lucky enough also to pick up the
          Concord transition team. Christina Gold leads our Western Union
          business. Kim Patmore, as most of you know, is our CFO. Mike Whealy is
          our Chief Administrative Officer. Bill Thomas leads Western Union
          International. Mike Yerington heads up our Western Union North America
          operations.

          Pam leads our First Data International team. We have a very special
          guest with us, today--Garen Staglin, who runs our eONE Global
          business. He and his lovely wife, Sherri are mixing business and
          pleasure as they celebrate their 35th wedding anniversary. Could all
          stand up and let's get you guys recognized.

     Audience: [applause]

     C Fote: You'll hear from Bill Thomas and Pam, shortly. Then I'll be giving
          you a detailed presentation of what's going on around the world.
          First, by design...First Data is the leader in the markets we serve.
          Our mission is to make commerce around the world secure, efficient and
          convenient for consumers and businesses, alike. We have an
          extraordinary infrastructure, and a tremendous worldwide distribution
          base. We have a strong record of flawless execution, both
          operationally and financially. It's that record of execution we are
          using to take advantage to develop the future payments infrastructure.

          Part of being that leader is to continue to keep you updated on the
          statistics that keep the payments industry ticking. As we've done in
          our other face-to-face meetings this year, let me give you a little
          flavor for how we're performing quarter-to-date. Our merchant
          transaction growth remains strong through the first part of June, at
          around 25%. When normalized for last year's PayPoint acquisition, it
          will come in a little lower. Remember that in the first quarter, we
          had 23% transaction growth. After adjusting for PayPoint, it was 15%.
          Transaction growth in Western Union, consumer-to-consumer money
          transfer business quarter-to-date is a strong 20%. A quick reminder
          here--this quarter we'll lap the Paymap and ECG acquisitions that we
          made in payment services last year. Both of them were about the same
          size, from a revenue standpoint, at $35-40 million, when we bought
          them, on a run rate of 2001. Also remember these adjustments when
          you're looking at our second quarter results.

          Before getting into the international business, I want to spend a
          little time taking you through how we see the payments industry moving
          in the next few years. The industry has always been subject to
          external forces. Today, we're seeing four major forces

                                       6


          exerting increasing pressure on our business. They're converging and
          driving us to operate under a new model. The four are slower growth
          and consolidation in the US markets, international and US government
          pressure, technological advancements, and for sure, consumer demand.
          Let me quickly review how these drivers of change, are impacting our
          industry, and where we think they're pointing us, on a going-forward
          basis.

          Economics are driving PIN debit's growth over signature. PIN debit
          transactions will continue to grow even faster, based on today's price
          scenario. It's easy to understand the decline of checks and the growth
          in debit transactions, from a merchant's standpoint. Today's signature
          debit model is almost twice the cost of accepting a check or a PIN
          debit. This cost differential is driving merchants to drive consumer
          usage of PIN debit.

          Another major factor is consolidation. As issuers, acquirers and
          merchants continue consolidating, the pressure to maintain acceptable
          market and EPS growth will intensify. Pricing pressures in all
          segments of the payment industry will increase. This naturally has an
          impact on how the associations are governed, as well. In response to
          these pressures, there are many in the industry looking for the next
          marketing silver bullet that will drive new consumer demand. This
          innovation will likely combine or add features to customer accounts,
          well beyond simple access to the cash reserves they have today. It
          will require a payments industry model is data-friendly, very flexible
          and very, very market-driven. While we're searching for this marketing
          silver-bullet, the top line pricing pressure and the need to grow the
          bottom line is forcing all of us to look for new ways to remove
          unnecessary costs from the system.

          Major international issues combined with US events reveal a broad and
          consistent pressure on our existing payments model. Let me just give
          you a list of a few of these. Australia's Central Bank forced Visa and
          Master Card to lower interchange rates by 40%, starting this year.
          Visa and Master Card settled a merchant take-all-cards lawsuit. The
          suit was based on interchange rate differential between signature and
          PIN debit.

          London and British authorities--let me repeat that--London and British
          authorities say they will cut MasterCard rates unless the association
          does it voluntarily, by amounts sufficient to promote consumer
          benefits, under the Competition Act of 1998. The European Commission
          forced Visa to lower its rates 20% on cross-border transactions. The
          US Department of Justice is taking actions against Visa and MasterCard
          rules that prohibit member banks from issuing American Express and
          Discover cards. Regardless of our opinion on these issues, the ways
          that fees and rules are made have caught the attention of cardholders,
          merchants and regulators in Australia, Europe and the US. This will
          pressure the industry to change, and for the most part, change is
          always good.

          Many of the long-standing "givens" in our industry are in flux,
          including the dominant role of US-based payments in the global
          picture. In 2001, the US had less than 45% of the world volume in
          branded cards. As more countries adapt to and grow their
          cardholder-based payments, the global payment system is bound to
          evolve differently than it has in the past.

          The bottom line is--this change means events, markets and governments
          outside of the US will have more impact on the US payments system. For
          example, I personally believe global merchant acquiring will be here
          sooner rather than later. Technology changes will have no less of a
          role than the economy or politics. Our ability to transmit,

                                       7


          compute, store and manipulate information is growing faster than ever
          before. From a technology standpoint, our industry's evolution looks a
          lot like the phone industry. Growth in capabilities has made the need
          and cost for centralized switch and batch processing go the way of the
          telephone operator. We need basic data structures and rules to ensure
          interoperability, but at the same time, we need to compete on feature
          and functionality. There are inefficiencies and redundancies that need
          to be resolved, and I'll touch on this a little later.

          Finally, the last of our four major forces, and maybe the most
          important one, is consumer demand. Consistent with the growth in
          technology I mentioned is the proliferation of consumer account access
          devices. The rate of growth of these devices and their capabilities
          suggests we are not in the card business, anymore. Rather, we are in
          the business of facilitating consumer information and value exchange
          on the fly. Naturally, the proliferation of account access devices
          creates the same growth, acceptance in devices and distribution
          channels. Consumers are dictating to merchants how and when they want
          to do business. Like all good business people, we need to respond in
          the most efficient way.

          What are the results of these forces? A new model for the payments
          industry. In short, the industry has grown too complex to be managed
          centrally by a few entities. Consumers, merchants, issuers and
          acquirers need an open and competitive market that allows rapid
          innovation, while simultaneously giving everyone the power to keep
          costs down. The effect is that the industry will have to allow product
          decisions to be made separately from processing options. Merchants,
          consumers, issuers and acquirers will choose best-in-class options
          more than ever before, and the new technology allows them to
          pick-and-choose on a real-time basis.

          Let me give you an example. Using the current model, the typical
          credit card transaction requires 24 steps to process it from
          point-of-sale to delivery to the consumer, and then the process of
          payment.

          Consider if processes were allowed to settle transactions which
          originate and post within their own systems. With this model, using
          existing technology and communication lines, processors could save
          nearly half of the steps needed to complete a transaction.
          Additionally, security and/or liability rules would not have to
          change. This is an estimated $0.03 to $0.04 savings per transaction
          under this scenario, just from this phenomenon alone.

          Similar savings would be available if major processors were allowed to
          expand the exchange transactions between each other. Yes, we'd be
          exchanging transactions with our competitors. This is the same model
          banks use for checks drawn on themselves and those with whom they have
          exchange agreements. For sure, it begs the question, "How do we
          achieve significant reductions in paper transactions and compete with
          electronic transactions such as ACH processing at the US Federal
          Reserve Bank?" Naturally, like the Fed model, if the settlement would
          best be achieved using a third party, then that's what would happen.
          Again, no risk or liability changes--just choice of best-in-class
          processing.

          Not only does the new model cut costs, it also allows the flexibility
          for participants to create their own forms of transactions. Issuers
          can provide new, unique cards to

                                       8


          customers that leverage a bank-issuer's marketing knowledge, give
          special merchant offers and reward loyal customers based on existing
          payments industry expertise. For example, banks could create a
          uniquely branded consumer gift card that works not just at one
          retailer, but rather, at a variety of retailers.

          For the banker or the merchant with choice, there is more of an
          opportunity to think out of the box and create options suited to the
          marketplace. Both can pick the brands they want to associate with, and
          competition will make sure costs stay low.

          We believe the pressures on the industry are real and compelling.
          Competition is increasing, and product differentiation and costs are
          key. Global political pressures will force a change that we can lead
          but cannot stop. Technology changes are making the old model obsolete.
          Finally, consumer demand is driving change in account access and
          acceptance levels.

          The market is huge, and it's changing rapidly. Consumers, merchants,
          issuers and acquirers are no longer homogenous groups. Being able to
          respond will help us get more than our fair share of this payments
          market. We believe that those of us in the payment industry today must
          build a new model that inspires greater innovation, allows choice, and
          embraces competition. One that provides the flexibility and
          efficiencies that organizations need to grow and remain profitable.
          Reinventing this payments model has brought us to where we are today,
          and will ensure our place in the future of the payments industry.
          First Data is and will continue to be the payments paradigm system
          leader.

          With that, now let me provide you just a little setup to our
          international presentations. We continue to have a three-pronged
          growth strategy that starts with our core internal growth, which last
          quarter was in the low double-digits. We build on that by extending
          our global reach. That's obviously the focus of our meeting, today.
          I'll provide you with just a bit more color on that in a moment.
          Secondly, by leveraging our enterprise capabilities, by introducing
          new products and technologies to the marketplace using our existing
          channels and partners, and creating new channels around the world.
          Fourthly, by making acquisitions that fit into our core competencies.
          As David mentioned earlier, all this helps us achieve our long-term
          objective of 14-17% on both the top and bottom lines.

          We'll spend the day today focusing primarily on the first of these
          three strategies--extending our global reach. Last year we got about
          25% of our revenues from international sources. This quarter, it may
          actually be more like 27% because of our first-quarter acquisition of
          German-based TeleCash and from internal growth around the world. If
          you apply our historical compounded growth, this percentage would grow
          to about 36% by 2007, and in the last 12-18 months, we have structured
          the organization to help accelerate the growth so we'll end up closer
          to 40. That's what led us to our 40% goal initially.

          Again, though we don't want to be accused of jumping the gun in our
          Concord merger, I do want to remind you that of the 1.1 billion in
          revenues that Concord would have brought to us in 2002, virtually all
          of that revenue is focused in the US. When we combine revenues with
          ours, our target will be to have about one-third of our revenues
          coming from international sources in 2007. We'll generate these
          revenues through a combination of a build-and-buy strategy. Most of
          our growth in Western Union International business will result from
          continuing to build that business internationally.

                                       9


          Plus-or-minus 60% of our international revenue in 2007 will come from
          Western Union International. First Data International, on the other
          hand, will rely more heavily on acquisitions to reach its 2007 revenue
          objective of plus-or-minus $2 billion. Pam will provide you with
          plenty of color on that business.

          One thing I did want to note though is that while our First Data
          International's stand-alone revenue for the full year of 2002 was
          relatively flat, first-quarter growth was 30%, and full-year estimated
          revenue growth was north of 40. I think what Pam and her team are
          doing is certainly gaining traction.

          One way we continue to build internationally is by making sure we're
          where we need to be. We as an employee body represent our customers
          from a diversity standpoint. You'll see in this graph that not only
          are we in locations that span the globe, but we represent some 70-plus
          nationalities and speak 75 different languages.

          Before I turn this over to my distinguished colleagues, let me review
          with you significant accomplishments from around the world, since last
          year's international meeting. These are the establishment of First
          Data International headquarters in Paris--including the relocation of
          Pam Patsley and her family. The reorganization of First Data
          International into five operating regions. The growth of Western Union
          International agents from about 80,000 locations to over 110,000. The
          signing of key accounts around the world, including HBOS, BMW Bank,
          WestPac Banking Corp., Alberta Treasury Bank, CUETS and Scotia Bank.
          The lowering of ownership in our Japan joint venture from 35% to 9%,
          to coincide with the slower-than-anticipated spin-up of card
          activities in Japan.

          The integration of our software platform, then called PaySys into the
          reorganized regions. Western Union International volume exceeding 5
          million transactions per month, for the first time in history. The
          acquisition of TeleCash during the first quarter, along with several
          other successes. In the near future we'll be adding more agents in the
          Middle East, including expansion into Afghanistan and also the
          expansion into Iraq. You put it all together and we're right
          on-schedule, again, with our plan of achieving our financial
          objectives for all of our businesses around the world--including the
          US. As a leader, I'm extremely proud of our international associates.
          Speaking of that, let me introduce to you Bill Thomas, President of
          Western Union International.

          Bill has been at First Data a little more than three years now. He's
          truly a globally-focused executive, and we're very fortunate to have
          him on our team. He makes us all proud of the Western Union
          International group. He and his Western Union team have done a
          tremendous job around the world, particularly in the emerging markets
          such as Eastern Europe, Asia, Russia and Latin America. Bill?

     Bill Thomas: Thank you, Charlie. You know, it's been three years, and
          that's the first time you've called me a "distinguished guest," so I
          guess you're happy with the results.

          As Charlie emphasized, Western Union will remain absolutely a key
          factor in achieving First Data's overall growth. We have been growing
          transactions at a compound growth rate of 37%, between 2000 and 2002.
          As I'll show you today, we're not resting on our laurels, here. We're
          off to a great start, this year, we've got a lot of good initiatives
          in place. I think the formula for success is pretty straightforward,
          here, if I can explain it.

                                       10


          We continue to open locations in strategic corridors around the world.
          Then we advertise at a very local level, to drive
          street-corner-to-street-corner transactions. And that's the simplicity
          of connecting the global market.

          With China, for example, this involves opening locations throughout
          China first, getting the network in place, and then marketing to the
          Chinese diaspora around the world such as Chinatowns of New York,
          Chicago, San Francisco, Milano, London, Frankfurt and others. And
          another important key for the Chinese market is dedicated locations
          where they feel comfortable walking into a banking-like environment to
          send and receive money.

          Between Western Union and our agent partners around the world, we'll
          invest about $300 million in marketing and advertising the Western
          Union brand. A large portion of this, as I said, has been very
          localized in community-based campaigns targeting our ethnic diaspora
          where we need to. I think we continue to become very highly effective
          at focusing and reaching this diaspora population as we build the
          additional networks around the world. In fact, I think we're writing
          the book on this kind of marketing, and our success is clearly evident
          of that.

          We continue to make more new-product services available through our
          global distribution network. Customers can now send or receive
          payments with direct-to-bank services, ATMs, at home on the Internet,
          or with our home-delivery services, or via our unique Western Union
          cash card. As David mentioned in his description of the business, we
          expect to end this year with about 180,000 locations around the world.
          Which is a growth rate of 20%. This year's growth has come primarily
          from locations in China, India, Eastern Europe, Asia Pacific,
          including Australia. And we'll continue to make more of our products
          and services available throughout this entire expanding network.

          About three-quarters of our agent locations are either banks or post
          offices. In many countries outside the US, a post office is, in
          itself, a bank offering a range of financial services. Our bank
          partners range from the Industrial Bank of Korea to Standard Chartered
          Bank, our new regional partner in Africa, to American Express foreign
          exchange locations, which owns the banking license in a country like
          Norway. These extensive banking relationships across the globe provide
          a great entry point for the First Data International team. Pam and I
          will talk more about those opportunities.

          Now this graph, the next one actually, illustrates- I want to make a
          couple of points, here. Over a four-year period, the percentage of our
          in-bound, receive-side transactions, and how that's changed. And
          again, these are the receiving regions of transactions around the
          world. First, you can clearly see that we have a much more balanced
          base of inbound transaction activity. If you go back to 1998, you've
          got to conclude we had a lot of eggs in the Latin America-Mexico
          basket.

          Secondly, as we've been saying for some time, now, our Western Union
          business to Mexico, while still important to us, has shifted in terms
          of its overall importance--it's less. And again, as we build more and
          more countries and corridors, the great thing about this business is
          that you have fewer eggs in any one basket. So for example, one year
          ago when we had the economic problems in Argentina, we could easily
          offset that kind of an issue. Where as five years ago it would have
          been much more difficult.

                                       11


          There's another trend that's not on this slide. I'll just comment on.
          That's from an outbound standpoint. And again, there are two large
          outbound regions, if you think about it - North America and Western
          Europe. If you go back five years, the US outbound business would have
          been up here, and Western Europe, here. There is much more of a
          balance in place, now. Again, the stronger growth today is still
          coming from Western Europe.

          Now, let me drill down and provide some commentary on how this year is
          unfolding, and some of the events we're seeing. First of all, we are
          on track with our financial expectations and we're on track to achieve
          the total international location growth. Some specifics for you--India
          and China will meet their combined-location target of 25,000. Pakistan
          will add about 2,000 locations this year. Up from just 125 a year ago.
          With the addition of the Pakistan Post and the National Bank of
          Pakistan, these events have kind of thrust this market into what I
          call my "first-tier market opportunities" when you are talking about a
          population of 148 million. We now have a service entry there that can
          handle that population.

          Along with Pakistan, Turkey is moving up fast. Again, with a
          population of 90 million people, we now are starting to get critical
          mass in our network, there. We'll have about 1,200 locations sometime
          in the third quarter, with the addition of Zirat Bank, which is the
          largest bank in Turkey. We've also added 3,000 locations in Australia,
          with the Post Office in the first quarter. And we can now I think tap
          into the full outbound potential of that country because they have an
          ethnic population in the range of around 25%--even higher than Canada.

          The US-outbound corridor to Brazil is the single fastest-growing flow
          of transactions forming this year. A big part of what's driving that
          growth is dedicated locations in the U.S. I would say 10-15 dedicated
          locations are driving about 35% of that corridor growth, right now.
          Mexico continues to exceed expectations-- up over 30% in the first
          quarter. It continues to come on strong. The Philippines - our most
          mature Asian market - even after a decade of operations there, is up
          more than 70%. And I expect it will finish this year around 73%.
          Again, that's against some very tough competition. This isn't a new
          market, by any means, for money transfer.

          Russia, which has been a star-growth inbound market over the last
          three years, is already in the top 20 outbound markets, as a result of
          the strength of the Russian economy and many of the people from the
          CIS countries going back into Russia to work. And Romania is now one
          of our strongest inbound countries, we're getting excellent growth out
          of our Italian-to-Romania corridor. And last, the US-to-India is
          already in my top-20 corridor. And I think we have just begun to tap
          the potential in that diaspora.

          So let me move on now to how we can leverage the equity of Western
          Union to help First Data International. Some of our joint
          cross-selling efforts with First Data include bringing card and
          issuing and merchant services to our banking partners. For example,
          we're currently in talks with Banco Azteca, which is a member of the
          Elektra Group in Mexico. And again as you know, Elektra is one of our
          largest agents, there. They have a broad retail network and are now in
          the banking business. We're also looking to bring the card processing
          solutions to Banco Azteca. It was really the Western Union
          relationship that allowed that door to open pretty quickly for the
          merchant group.

                                       12


          Another good example of what we're doing to help our super-agents
          branch out is in the UK. There, our super-agent is FEXCO. Here, the
          Irish-based super-agent for instance is in partnership with First Data
          International through the OmniPay solution. And Pam will talk more
          about that, later. In Spain, where FEXCO is also a super-agent, First
          Data Iberica is installing its mobile prepaid popup service in FEXCO's
          locations. Our colleagues from First Data Iberica are now talking to
          our agents in Italy, to offer the same service. I'm confident that's
          going to be a big winner, because the Italian prepaid phone market,
          per capita, is the largest in the world. In Jamaica, Grace Kennedy has
          been our agent there for 13 years. We're expanding our TeleCheck
          business, we're launching First Data gift cards and stored-value
          cards, using VisionPLUS software, and we're preparing to introduce
          cross-border utility bill payments, as well. So, look for us to get
          more specific about these enterprise-wide deals as we move through the
          remainder of the year. They're exciting, and I think there's great
          potential, there.

          So with that, it's my pleasure to introduce Pam Patsley, who will give
          you more color on First Data International. Pam . . .

     Pam Patsley: Thank you, Bill. Thanks to all of you who are with us, today.
          We do have a great turnout from our international-based investors, as
          well as many from the States. It's terrific to see you all here,
          today. I've been leading First Data International or FDI, as we call
          it, for a little more than a year, now. I'm very positive about the
          progress we've made and the success ahead in the global card issuing,
          merchant acquiring and electronic payments businesses. We have our
          structure defined, our strategy is taking shape. One that we've really
          tailored to each region around the world, and that includes a
          combination of building and buying, as Charlie mentioned. And we are
          executing. With the revised, integrated approach to geographic
          markets, our existing businesses are gaining real traction. We're
          working hard to build new partnerships and to find new acquisitions
          that fit--and with, of course, the right economics.

          You saw some of that at the end of last year. You've seen more of it
          this year with our TeleCash transaction. Expect to continue to hear
          from us on the acquisition front in the future. We have some
          aggressive goals to reach our overall financial objectives for 2007.
          As Charlie said, while expected percentage of revenue from total
          international operations is somewhat smaller due to Concord, our
          dollar objective remains the same. We're currently on target with
          growth toward that revenue objective. To get into position for this
          growth, we've organized our First Data International group so that we
          have the right teams in place focused on the right things. We have our
          core international growth platform, and we're focused on leveraging
          their respective strengths in each of our regions. We're beginning to
          see the benefits of our efforts, and expect this to continue to
          support our 40%--plus-or-minus a little here and there--growth levels
          for the next 3 to 5 years.

          I'd like now to take a moment to contrast where we were as a business
          a year ago and where we are today. A year ago, I showed you the chart
          on the left. We were segmented by business line - issuing, acquiring,
          processing, merchant alliances, and software sales with VisionPLUS. We
          are now organized by geographic region. You see that on the right. In
          each region, our leadership and sales and business development teams
          present a total solution to each market. They are not focused on
          issuing alone or acquiring alone or just software sales. They look for
          opportunities to deploy the right solution to meet clients' needs in
          each market--whatever that may be. This approach is opening up a

                                       13


          world of opportunity, and creating the best environment to again, as
          Bill mentioned, leverage Western Union relationships.

          In the middle ring on the right, you see the name of four platforms.
          These are our solutions to the global marketplace. Today, there is
          much I would like to share with you. But as time is short, I will
          focus on four key things. A little more on how we're organized, the
          great worldwide opportunity before us, our strategy to take advantage
          of that and achieve our growth targets, and lastly, how we are already
          executing against that strategy around the world.

          First, our organization. FDI was created a little more than a year
          ago. In short, to position us for growth. It combines our different
          products and service lines under a strong leadership team, with
          integrated end-to-end solutions. While our international headquarters
          is located in Paris, our operations are found on every continent with
          except of course, Antarctica. In many cases, we're co-located with our
          Western Union colleagues, taking advantage of First Data's global
          infrastructure. In total, our FDI team is made up of about 3,800
          employees. Gerald Hawkins, President of the EMEA region, is based here
          in the UK. Gerald is with us today, and many of you may have had the
          opportunity to meet him.

          Heading our China and North Asia region is Henry Tsuei. Henry recently
          moved to Shanghai after being part of our Card Issuing Business group
          in Omaha for a number of years. In Japan, Kozo Watanabe is heading our
          efforts there to establish a presence. Greg Nash serves as President
          of our Australia, New Zealand and South Asia regions, with Peter
          Harrington leading our growing business in Latin America and Canada.
          Peter is also here with us, today so I hope you get a chance to meet
          him, as well. It's a strong leadership team, executing hard each day
          against our strategy.

          Now, I'll focus on our global opportunity. Among the factors driving
          this growth are the increased use of electronic payments, such as
          debit and credit cards, around the world, the migration to
          EMV-compliant cards, the growth in global commerce and the continued
          shift toward e-commerce solutions.

          The US continues to dominate the landscape, with almost half of the
          global transactions conducted there. But the real growth engines are
          more concentrated in Asia and Europe.

          One example that is interesting to note, though it seems a long time
          ago now, is the 1988 Summer Olympic Games in Seoul, South Korea. Those
          games served as a catalyst for South Korea to electronify, if you
          will, payments at the point-of-sale, and that trend continues. Today,
          South Koreans use their cards, on a percentage basis, more than any
          other country in the world. We believe this experience is a likely
          precursor to the experience the Chinese will have in preparing for the
          2008 Olympic Games in Beijing. The current China card market is barely
          in the worldwide denominator for card usage, with about 500 million
          cards, and less than 3% of merchants there in China equipped to accept
          them.

          Now let's look at a few specific examples. Let's look at the UK, to
          see what's happened here, as this is a relatively mature market.
          Electronic transactions have been and continue to be on the rise. The
          chart on the left shows electronic payments at just under 50% of

                                       14


          non-cash transactions, in 1986. According to APACS, their prediction
          of what this will look like in 2011, is dramatically different, and
          it's depicted on the right. While the electronic share is growing, we
          must also recognize the total number of all non-cash transactions is
          growing, as well.

          Now, let's look at yet another example--Latin America. Overall an
          emerging market. You can see here year-over-year comparisons by
          several measures, in total dollar volume, transactions and cards all
          showing strong growth--particularly in some of the largest markets.
          With that context, I want to tell you a little bit now about our
          strategy. There are five key elements to our growth strategy. First
          and foremost, as I've mentioned, we're growing as a single enterprise.
          It almost goes without saying that we will seek the best talent
          available. To expand the business five-fold in a five-year period
          requires a lot of great talent. We're using new products and a new
          geography to provide solutions around the world. As always, it is our
          global goal to retain the trust of our customers, and we continue to
          focus on flawless execution.

          Finally, we're focused on deploying our technologies to the best
          advantage. I'll expand just a little bit now on this last point, to
          give you a little more detail on how we are positioning the platforms
          I'd mentioned earlier. Because our markets are different around the
          world, we're deploying a combination of platform solutions to cater to
          their specific needs. Through Equasion, OmniPay and VisionPLUS, we are
          driving growth and reach globally.

          Many of you have seen this slide before, but I think it's worth
          repeating. We provide an unmatched continuum of payment solutions that
          support almost every type of payment transaction, from point-of-origin
          to point-of-settlement. First, let's look at Equasion. This was
          derived from a copy of our US platform, taken in 1992 and customized
          for the specific needs of the UK market. It is FDI's largest
          processing platform, serving 23 million accounts and 1 billion
          transactions annually. It's both a merchant acquiring and card issuing
          solution used in Europe and in the Middle East.

          Like the re-architecture effort in North America in the Omaha
          platform, Equasion has gone through its own re-architecture. Over the
          last three years, we've invested about $50 million in upgrading that
          system. We will continue to make ongoing investments to maintain that
          platform's leading position in its markets. For example, we've just
          launched PIN CVM in the UK, and this has given us the opportunity to
          build and integrate EMV, the new Pan-European chip standard required
          in 2005, into our platform. We believe we are the first third-party
          processor to have achieved this. As you can see, this is the leading
          platform in the markets we serve. Our clients include premier
          financial institutions such as HSBC, Lloyds TSB, Dresdner Bank, HVB
          and EGG.

          Now the platform I'd like to highlight is VisionPLUS. Some consider
          this to be the premier software platform for card processing. It is
          present in at least 36 countries across six continents. We estimate
          approximately 200 million accounts worldwide run on VisionPLUS. We
          acquired this platform with the PaySys acquisition in 2001. Our
          revenues are still primarily software license fees, maintenance fees
          and professional services, but our objective is to migrate to a
          service bureau environment. In fact, this is the solution installed
          and running in our Shanghai data center.

                                       15


          The key here is its flexibility. We were able and are able to use this
          platform to deploy a single software module for our clients through to
          full outsourcing. This provides our business development teams a
          unique opportunity to tailor the solution to a client's exact needs,
          to fit their specific market. As with Equasion, our client list is
          extensive. Clearly, VisionPLUS is used around the world to effect
          electronic commerce. Some of these names are likely candidates to
          migrate to a processing environment.

          OmniPay--a merchant-acquiring platform, provides an unparalleled,
          multi-currency, multi-lingual capability for acquiring clients around
          the world. We have a majority stake in OmniPay. And again have
          utilized our Western Union relationship, as we are a partner with
          FEXCO here, as well. It's an incredibly flexible global platform, with
          the ability to add a new language in less than a week, and develop
          domestic message formats for different markets in less than eight.
          Like VisionPLUS, it provides significant flexibility and
          speed-to-market. It's a young platform and a recent addition to our
          capability, and we're just beginning to explore its potential.

          One example is the introduction of the sharp niche product that
          OmniPay has, called Dynamic Currency Conversion. Clients here include
          some of the world's largest acquiring banks. Those acquirers,
          retailers and their customers also benefit. Some of the larger
          retailers using the product here include Avis, Budget, Waterford, and
          of course, Harrod's right here in London.

          I'd like to spend just a minute more on the Dynamic Currency
          Conversion product. DCC is a new service for overseas cardholders to
          pay for purchases in their own currencies. Wherever and whenever a
          non-domestic cardholder presents their Visa or Master Card for
          payment, they have an option, if the DCC product is deployed there, to
          select their home currency at the point-of-sale. This creates
          significant value-add for the cardholder, with no surprises on their
          statement. We're finding DCC is truly a door-opener for us. When
          speaking with acquirers and merchants, and it certainly is a great
          product. It's a solution that differentiates us and our clients in the
          marketplace. After the presentation, there are some OmniPay and FEXCO
          folks here with us today that would be happy to demonstrate this
          innovative product for you.

          Now I'll spend just a couple of minutes going through just a brief
          world tour, and showing you how we're executing against our strategy.
          We begin our world tour in our largest region, comprised of Europe,
          the Middle East and Africa - what we call EMEA. We are well
          established in the European market. We are the leading independent,
          third-party card processor in Europe, both issuing and acquiring. We
          offer traditional third-party outsourcing, as well as our VisionPLUS
          software. Through our joint venture, First Data Iberica, we have a
          significant presence in Spain with fuel card processing and a
          successful mobile top-up product.

          As Bill mentioned that we're currently installing this into our
          super-agent FEXCO Spain, and expect this business to continue to grow.
          Through merchant alliances with HBOS, Lloyds TSB, PostBank, as well as
          our merchant processing banks, we service more than 330,000 merchants.

          Europe constitutes our largest region, both in terms of revenue,
          near-term growth potential, and employees--about 3,000, here. I would
          like to highlight France and Germany, for your information, today, as
          just two of our key target markets. Today in

                                       16


          France, in-house processing dominates. As the trend moves from checks
          to cards at the point-of-sale, as issuers with 25 million
          private-label cards are considering being co-branded and as new
          competition enters the market, we're well positioned to take advantage
          of these trends. We're working with a large number of large
          institutions in France to develop solutions to fit their needs in this
          very significant market. It's a combination of processing
          private-label cards or Visa and MasterCards. Of course, too, our DCC
          products, which we'll soon be installing in partnership with a
          significant bank in France, for its merchants who handle a large
          amount of international traffic.

          Germany is a vast market, with 108 million cards issued--predominantly
          debit. However, nearly 70% of point-of-sale transactions are still
          done in cash. So there is significant growth potential, here. We're
          focused on Germany, and our recent acquisition of TeleCash really
          broadened our presence, bringing more than 165,000 terminals in the
          market. TeleCash is an electronic payment network operator, or the
          front-end authorization provider. TeleCash also provides prepaid
          mobile top-up services. With agreements already in place, with
          Vodaphone and T-Mobile in `02, we'll look to grow this business
          aggressively. Last month, we signed Wal-Mart as a new client for
          TeleCash, again further expanding our business with a US customer. Our
          operations in Germany include Nuremberg, Stuttgart, Berlin and
          Frankfurt. Customers include the German Postbank Alliance, the Western
          Union agent, Dresner Bank, HBB, and we recently signed a deal with BMW
          Bank.

          Moving to the Middle East and Africa. We've been serving clients in
          this region for nine years. Again, we have a presence here through
          outsourcing on Equasion and VisionPLUS software sales. Again, we
          tailor our proposition to the specific needs of our clients and their
          regions. Recent signings include the National Bank of Kuwait, Kuwait's
          Finance House, and Arab National Bank. VisionPLUS is the software
          platform of choice for major retailers in South Africa. Our clients
          here include Woolworths, Trueworths, Forshini and Edgar's--with about
          14 million accounts on file. We have a processing partnership with a
          solutions provider in South Africa, and we're working today on a
          structure to enable us to migrate these existing portfolios to a
          service bureau mode, thus creating recurring revenue for First Data.

          Now let's look at China and North Asia. There is already growing
          acceptance of our software platform, VisionPLUS, in mainland China,
          with two of the largest banks being established clients. Industrial
          and Commercial Bank of China, and Agricultural Bank of China. We
          opened our data center in Shanghai in 2002. We're taking a measured
          approach to this market, spending at a monthly rate of only about USD
          $50,000. In addition, we've also sold the software to Bank of China
          International in Hong Kong. With our headquarters in Shanghai and a
          presence in Beijing, we are becoming well-known and understood in the
          marketplace. In fact, we're hopeful that we're at the final stages of
          signing our first customer in Asia to run on our Shanghai data center.
          We see this as significant. Not so much in terms of size of this
          portfolio, but in this environment, we feel we're actively
          participating at the beginning of the purchasing cycle for outsource
          solutions.

          As you know, this is a diverse region. With a population close to 1.3
          billion, and an emerging middle class, China sees the introduction of
          general-purpose credit cards as a way to stimulate economic growth.
          We're also focused on opportunities in South Korea. I've mentioned the
          size of that market, Taiwan and Hong Kong and we now have sales people
          in all of those markets.

                                       17


          Japan--In Japan, as Charlie mentioned, we've recently modified our
          approach. The latest figures place Japan's population at 127.5
          million. The card market is sophisticated and well established, with a
          long history. Despite difficult economic conditions there, credit
          cards issued in 2002 were actually 245 million, an increase of close
          to 6% on the previous year. To take advantage of this changing
          economic landscape and the long-term opportunities, we established a
          strong sales presence in Tokyo, to continue to look for card and
          merchant opportunities. This team was helpful in the expansion of the
          ValueLink Starbucks card in to Japan, as well. In my view, of all of
          the markets, this is the one that requires the most patience. However,
          we're continuing to work hard at building relationships and creating
          the right dynamics for success.

          The next region -- Australia, New Zealand and South Asia. With offices
          in Sydney, Melbourne and Auckland, First Data operates the largest
          independent payments-processing network in that region. We're
          beginning to transition this business from EFT processing to one that
          handles a complete array of issuing and acquiring products and
          services. We service 400 clients, processing over 500 million
          transactions in that region. We have nine software clients in the
          region, and we've secured our first credit card and merchant
          processing contract using VisionPLUS with WestPac Banking Corporation,
          in a ten-year contract. Again, a step in our migration of taking
          VisionPLUS to a recurring revenue model. The flexibility of VisionPLUS
          enhances the sales effort in this diverse region--literally, from
          India through Indonesia to New Zealand.

          Our final stop on the world tour is Latin America and Canada. In
          Canada today, we are a leading merchant-acquiring processor. We also
          have a significant acquiring presence in the Caribbean. In the
          near-term, we're looking to expand this business into Mexico. With
          VisionPLUS, our strategy is to actively transition our software
          business, largely based here in Latin America, to an outsourcing
          model. This migration in the region will most likely involve
          partnering with an entity already running VisionPLUS. With more than
          57 million accounts on the software in Latin America, the potential is
          certainly there.

          The processing customers mentioned here are predominantly in Canada
          and in Mexico, and they run on the platform in Omaha. We're already
          seeing success in this region with new client agreements, such as the
          ones we've signed with CUETS, Scotia Bank and Banco Popular. Among our
          recent achievements has been the successful migration of a very
          significant portfolio for C&A in Brazil to VisionPLUS version 8.0.
          We're planning six more conversions of this type this year.

          Finally, as Bill mentioned earlier, we are beginning to explore
          opportunities with Western Union agents in this region, and are very
          excited about our prospects here. So, as you can see, we have big
          opportunities in front of us, and plenty to do. Again, I want to thank
          you so much for your interest in what we're doing. You know I've lived
          in Paris and worked with the international team for about a year. I've
          seen what it's like to do business globally from Brazil, France,
          Japan, Poland, Greece--it's really different. But I'm encouraged by
          our progress so far, and I believe we have the right and the necessary
          products and services, and we're positioned to deliver.

          First Data's depth of knowledge, our experience and our reputation in
          this space is clearly recognized worldwide and that puts us in a very
          strong competitive position. We're building relationships, and again
          I'm excited by our prospects and very positive about our success in
          the coming years. With that, again, I thank you for your interest and
          your

                                       18


          participation today. I'll turn it back over to David, now, to direct
          the Q-and-A. Thank you very much.

     David Banks: Thanks, Pam. We're now going to open up the session for your
          questions. I'd like to ask Charlie, Bill, Christina and Scott to join
          us on stage. We'll take your questions from those in the audience, and
          anyone who might queue in from the phone lines. For those of you in
          the room, please wait for the microphone before asking your questions
          so that people on the webcast and phone lines can hear you. For those
          on the phone, please press *1 to ask a question. There may be a few
          moments of silence while we're getting the microphone to people here
          in the room.

     Jeffery B Baker : Jeff Baker from Piper Jaffray. Charlie, over here the
          last couple of days--yesterday in the Financial Times, there was a
          very flattering article about Mexico, and their equivalent of the Fed,
          and the Fed in the US striking a deal to enable banks to send money at
          the cost of $0.60 a transaction. Talks about Mexico keep coming up,
          and I'm sure there are questions on peoples' minds on the competitive
          landscape, there. Can you address that? They said it's a very similar
          relationship that we have with Canada. Maybe you could talk about what
          happened when that agreement was signed, with money transfer in
          Canada?

     C Fote: Christina, why don't I take the beginning of that, and you can fill
          in the blanks, here? Remember what the product is. You go into a
          Western Union agent and cash a check dated today, today. You move
          money to your mother before you leave the location. You go to a bank
          in the United States and take a check dated today, put it in the bank
          and wait four days for the funds to become good. Then you move the
          money to your mother.

          The products are different. We have the electronic transfer product of
          ATM-to-ATM. We've allowed Banamex to do that, and even when we owned
          MoneyGram since 1988, they were doing electronic transfers. Citigroup
          owns Banamex. Banamex is our super-agent in Mexico, today. With all
          the interactive systems plus the Fed [inaudible], Canada Fed,
          [inaudible] through the States, the product offering is a touchy-feely
          product. The agent is very important in the transfer. Christina? Any
          follow-up there? We're not seeing that kind of growth like that in the
          cards?

     C Gold: We're seeing really strong growth in Mexico. I think also our
          consumers really trust us and have a relationship with Western Union.
          Really, the number of locations and the ability to send quickly to
          Mexico from anywhere in the world really is the power of our brand. We
          feel very comfortable with our position in that market.

     J Baker: Does this change if you send without cash? With a check? If I come
          in to send in cash?

     C Fote: 70% of our senders have checking accounts. Let me just stay in the
          US, for a minute. It's close to 0% that have a checking account on the
          other side. If you go to some of the towns that we deliver money to in
          Mexico, 80% of the mail can't get delivered. Then the other 20% are
          plastic that have no type of security tied to them. Those probably all
          get delivered somewhere. Right? It's a different product. That doesn't
          mean it's not going to happen. We're doing electronic transfers in
          Western Union, we do agent-to-ATM, ATM-to-agent, ATM-to-ATM,
          agent-to-agent, PC at home-to-agent-to-ATM. I think we have the
          product offerings. Let me just reinforce this. On a day when we do
          over

                                       19


          500,000 Western Union transfers, I don't think we've had one day
          exceed 5,000 in any type of automation. Last year in the ATM business,
          I think you've heard this before, it's up to I believe 11 transactions
          on ATMs, and 10 of those were tests. It's just not a product that has
          any traction. That could change over time, and we think we're well
          positioned, there. The brand certainly is out there. When you look at
          Banamex and City Group all being related, then when we see the growth
          coming, it's been good for us.

     Speaker: Let me give the mike back to David.

     C Fote: Yes. It's pretty bad when one of these guys keep a mike. [laughter]

     David Togut: Thanks. David Togut with Morgan Stanley. Charlie, last year
          you talked about potentially major structural changes in banks over
          here, as providing an opportunity similar to what you saw in the US
          ten years ago, in terms of card-processing, outsourcing and acquiring
          merchant portfolios. Can you update us on what you see, in terms of
          structural changes, and how big an opportunity that might be for you
          in the next couple of years?

     C Fote: Pam, jump in any time you want here. I think what you're seeing
          though is in the European market, let me talk about Europe for a
          moment. I'd say that Asia with the card business is, they're not
          starting from scratch, scratch, but they're in their infancy in
          accepting cards at merchant locations. The test markets are so huge,
          though. There are 400 middle-class people in China that are probably
          good consumer candidates for some type of payment plastic. But they
          don't have a merchant distribution base. Even in Shanghai. Shanghai's
          the only city I know of in China that has even started a credit
          bureau. Their common database of who's good and bad is just starting
          to be developed, over in China.

          The European market which has been around awhile. Including the UK,
          we're seeing activity where credit card departments that we had in the
          US years ago that were members of associations, they migrated their
          merchant and card-holding portfolio and management structure and then
          the merchant side of the business was spun off what we now know as
          ISOs. Over time, they became partners back in our alliance program,
          for example, and they wanted ownership. I think we were right when we
          said a year ago. I think you're seeing financial institutions on this
          side of the pond that are going to skip the stage of selling and then
          buying back later on. I think you'll see a lot more alliances coming
          out of First Data in the next 12 months, David. The point is, we do
          have activity going on. I think you'll see more alliance structures
          around the world, too--not just in the US.

          Pam, do you have any follow-up comments there?

     Pam Patsley: Yes. I would just add that I think Charlie summed it up very
          well. Particularly on the acquiring side, here in Europe, and in
          Europe on the issuing side which touches a little bit on the acquiring
          side as I was telling someone at lunch, it is the most analogous to
          the United States years ago--10 to 15 years ago. When the United
          States had all the different regional association processors. That's
          what you find in most of Europe. In-country processors, co-owned,
          jointly-owned by some or all of the banks in that region.

                                       20


          There are things like EMV requirements or banks beginning to look for
          ways to differentiate themselves. Those are things that kind of cause
          or serve as a catalyst to cause banks to rethink that positioning and
          look for perhaps better and alternative solutions. Certainly, as
          Charlie mentioned, it's cost-structure, as well. I think our timing is
          good and patience is necessary.

     C Fote: Ownership percentages. I think as you look at the European market
          against the US, it could be different because of tax issues. VAT tax
          issues--that's directly related to how much you own of an entity. So
          you could see different ownership percentages based on where we move
          throughout the world. In most cases, that's not directly related to
          what we're doing in the markets as much as what the tax structures
          look like.

     D. Banks: Bryan, did you have one?

     Bryan C Keane: Brian Keane, Prudential Securities. Nobody's asked it yet,
          so I'll ask - can you'll give us an update on the Concord merger and
          the timing of the comments back from the DoJ.

     C Fote: Second request, I'm sorry, second filing of the Harts Scott Rodino,
          remember we put one in, then we withdrew it. Then we put another one
          in. That expires tomorrow. We haven't heard anything, but based on the
          complexity of the deal and the amount of people working on it, I'd be
          keeping your eyes open. We might see another request, here. Call it a
          second request. But I don't think we'll see a refiling. That would add
          some time to the process, but we still expect a third-quarter or maybe
          early fourth-quarter close.

     B Keane: Second question is on the language of the finalized Wal-Mart
          retailer settlement. How much participation did FCC have in the
          language of that settlement? Secondly maybe, why or how do you see it
          being positive for First Data, going forward?

     C Fote: From a participation standpoint, Bryan, I think we were more of a
          glossary of terms. We were, "What does this mean?" We weren't in there
          negotiating the deal, for sure. How does it affect - and we wouldn't
          want to be. We have partners in all sides of those debit relationships
          and credit card relationships. It probably wouldn't have been wise for
          us to help them through those transactions, just because we were in
          the middle of an acquisition.

          From a "What's it do for us?" standpoint, it's neutral-to-positive.
          We've dug pretty deep and haven't been able to come up with a
          negative.

     B Keane: I just have one more last question for Scott. Scott, do you think
          in signing up with the networks to some of the banks, there are a lot
          of questions about the ATM networks and the point-of-sale networks
          will be set up with the banks. Do you think you'll end up having to
          pay for a lot of the market share when you negotiate with the banks?
          What have your conversations been with the banks on a combined
          Concord/STAR/NYCE relationship?

                                       21


     S Betts: I know I got a lot of questions on this at lunch, too. Certainly
          within the limited scope that we're able to operate in right now,
          we're waiting for this deal to close. We really can't answer any of
          those questions, now. In a lot of cases, I don't know and can't get
          the data to be able to answer those questions at this time. I will say
          that we continue to operate our NYCE business out in the marketplace,
          and we try to be as competitive as we possibly can, there. I think
          we're going to have to wait a little while to get the answers to that.

     D. Banks: We need the mike over here.

     Dris Upitis: Thank you Dris Upitis at CSFB. Could you talk a little bit on
          the Merchants Services side? If there acquisitions of size
          internationally that could give you scale? Obviously, not approaching
          what you have domestically, yet, but some real scales to get out of
          the gates, on that?

     P Patsley.: You're exactly right on the latter part of your question's
          statement, there. Finding any one thing with the scale of things that
          we have bought in the past in the US is going to be a little bit more
          difficult. Quite honestly, there aren't many processors that reach
          across countries. Given that the larger countries are still in, kind
          of, their infancy--when you look at China and things like that. We are
          looking at acquisitions very aggressively. I think our TeleCash
          acquisition and those types of acquisitions are hopefully what we'll
          continue to be able to find. That was a perfect fit, and again, if
          you're familiar with First Data for a number of years, I think the
          best way, again, to think about that was when First Data was rolling
          up and consolidating authorization front-end networks in the US,
          again, a number of years ago. It also gives us a platform to provide
          unique products.

     D Upitis: Okay; thanks. Then on the Western Union side, you talked about
          some of the enterprise deals that you signed recently. Are there other
          major countries where you can make a big gain, like the Pakistan
          example, going from a couple hundred to two thousand in short order,
          with some major enterprise signing? Thanks.

     C Fote: Christina, do you have any thoughts there?

     B. Thomas: I think there is still room for large enterprise signings
          throughout Asia. We're a long way from penetrating that market, from a
          location standpoint. There's more to come.

     C Fote: Remember when you're thinking about going around the world with
          that product and that brand. In the US in 1995, I think we had 17,000
          domestic agents and transaction growth rates were about 4.5% a year.
          Now it's 51,000 or 52,000 US agents, and transfers within the US are
          running about 9% or a little more per year. You take the US outbound
          and it gets you in to the low teens from a growth standpoint. Remember
          what we did. We added agents, painted buildings, signage, painted
          buses and added new products. We have a variety of prepaid products.

          If you think of the business, the whole segment is a prepaid company.
          People come in and put money on the counter. They pick it up somewhere
          else, feeling secure that it's

                                       22


          going to arrive, and that's the credibility of the brand. They also
          put money on phone cards, they put it on stored value cards. We manage
          those monies for those consumers one transaction at a time, or at the
          account level.

          That whole global opportunity we haven't even touched on, other than
          the transfer business around the world. So long runway - after we get
          the 500,000 locations, after we have every money transfer there is in
          the world that we can get our hands on, we'll put more some products
          out around the marketplace. Experience tells us the brand on certain
          products--mainly prepaid products--means a lot.

     D. Banks: I think we have one up front. Adam, here.

     Adam Frisch: Hi. Adam Frisch from UBS. Charlie, you made a pretty clear
          case that the market was kind of ripe for a new payment system. If
          anyone can do it, I guess it's you guys, based on your scale. You
          still seem a little far ways away from repeating what Visa or Master
          Card has on a global basis. Can you discuss if your plan for an
          alternative payment system are geared more toward the US, or if you
          are going global?

          Then on a related note, if you could give us the status of the lawsuit
          for Visa against First Data Net and the counter lawsuit? Where are we
          in the process? When can we expect resolution on that?

     C Fote: From the payment-systems standpoint, we're not going to let go of
          what we have. That's for sure. It's going to take a long time to get
          to a new payment system. Even as one part of the world changes
          overnight, other parts of the world will take 30-40 years. The
          implication isn't that everything we have is no good and we're going
          forward; we're going to be critical in that paradigm. We have a
          distribution network of 3.1 million merchants. We have 200 million
          credit card accounts running on VisionPLUS. We have 340 million
          accounts going to 340 million accounts in the US. We certainly have a
          distribution-based effect and lead changes in the payment system.

          When you start thinking about debit, maybe some of you know there's a
          method to our madness. When you start thinking about debit, every
          merchant in the world is an acquirer. Just by accident. If you think
          it all the way through to its lowest level, the technology is about
          the credit card business and the debit card business as it exists
          today. In the very old days, and that wasn't too long ago when you
          think about years, you embossed a card, you gave it to a merchant,
          they'd swipe it on one of those old [inaudible] machines, and they'd
          mail the sales ticket into the bank, put money into their checking
          account, someone keyed in the data and the transaction ended up on a
          bill in effect, as a receivable basically.

          Today, what's happened over time with that product, is we've taken
          that data capture and moved it all the way out to the point-of-sale.
          We've put mag strips and chips on cards and we've eliminated
          tremendous amounts of cost out of the system. The accuracy of the read
          now, as the transaction, is as good as the merchant is honest. Right?
          Everything is standard. [inaudible]. So you have a very low-cost
          payment system.

                                       23


          Now you drive your expenses into fraud control. Is a merchant
          conspiring to do bad transactions with cardholders? Is the mag strip
          made up? Is the chip card phony? Is counterfeiting going on? You've
          taken costs and changed the whole cost structure. Now as more and more
          payments occur, using touch-tone phones, using cellular phones, using
          fingerprints, using biometrics and so on--the whole registration
          process is going to change to validate who you are. Then the cost per
          transaction is going to go down. We are involved in that.

          That doesn't mean tomorrow we're not going to emboss a card and use
          cellular phones at the point of sale. What it does mean, though, is
          that somebody's going to get out ahead of it, and we think we're the
          ones to do it.

     A Frisch: Comment on the FDC Net?

     C Fote: The FDC Net? You won't see anything happen there for five or six
          year's I'd suspect. So, if it happens, the more debit transactions you
          have...I'll just give this group of stats. When you go to a city or a
          network in the United States, only because I'm not familiar with the
          debit network outside of the United States, although the banks outside
          of the United States do immediate exchange. They do bank-to-bank cross
          exchanges on a lot more frequent basis than they do in the US. When
          you go into a city in the United States, over 90% sometimes 96% of the
          transactions are regional. In the US, you've got a phenomenon called,
          "national credit card issuers that use regional merchants." When they
          aren't on the payment system, they were very, this is kind of an
          oxymoron because you'll see what's going to happen to this over time.
          They were national issuers, going to retail merchants. That's the way
          it works in the credit card business.

          Initially, when the associations were started, there were banks
          getting together like when you come here, you have countries that are
          really local associations. In the US, you had Atlanta, GA who had
          merchants and cardholders, and the same bank would sign up merchants
          and cardholders.

          Then you go to New York and you go to New Jersey. You ended up with
          national associations like Eastern States Bankcard Association, New
          England Bankcard Association, Western States Bankcard Association and
          so on. Over time, the banks became national issuers. The national
          issuers established their own sets of rules and regs, saying, "We'll
          have discount rates on factoring rates for receivables on a national
          basis, where the issuer sets the rate for all merchants in the
          country."

          On that, two things have happened. One, the associations for the
          efficiency of processing aren't required [inaudible] which was good
          for us for several years, because we bought most of them. The second
          issue is, the merchant business was one that the banks cashed in on in
          the US. That's where they sold for 100% and they established the
          alliance relationship later, because the banks for sure liked the
          checking accounts.

          In the debit card world, it's a whole different story. In the debit
          card world, 96% of the transactions are regional based. So 96% of the
          time, when you use your debit card in a network, it stays in that
          network. In other words, it goes to a merchant in that network that
          has the global brand on it, like the NYCE brand. It also goes to a
          cardholder in that

                                       24


          network that has the NYCE brand on their card. So the NYCE brand is on
          merchants' storefronts and on the back of the cards.

          Those transactions are very concentrated. You need local exchange.
          That's how you improve your efficiency. International or national
          networks move transactions around the world,makes absolutely no sense.
          You'll see more and more local networks popping up. The debit card
          issuers today are doing that within themselves. They go from one NYCE
          bank to another NYCE bank, for example--and only when it's out-of-area
          do you need to send it to another checking account bank.

          If I'm over here using my NYCE card and it's going to be .0004% on my
          checking account activity or my deposit account activity, it will be
          on my NYCE card from Europe. It's just a different payment structure.

          I think that with our distribution network as big as it is, we should
          be part of that payment channel.

     Adam Frisch: Last question on the merchant side. You mentioned transaction
          growth is still strong--around the 25% range. What's happening there
          with the margins? Are you seeing pressure because of pricing,
          increased costs or anything like that?

     C Fote: Scott, I'll comment on some of the costs. You might want to comment
          on some of the pricing issues.

     S Betts: We're continuing to stay right in the range we have been. We've
          talked about this over the last couple of times we've been together,
          we've seen about 3-5% price compression--probably at the lower end of
          that, so far this year.

     C Fote: I think we've seen some downtick in margins over the quarter. We're
          really investing in that business. So when you see this, we should
          have explained this earlier to you. Don't forget, when you see any
          margin change in those businesses...First Data International is being
          carried by the product offerings of the other segments. We do not have
          a First Data International segment.

          When you see new business coming on that's a push, it's not, it's a
          little accretive, it's not 20% accretive, but when you see business
          coming on that's a push--remember the other businesses that are in the
          segment. The Card segment, the Merchant segment, and IPS segment. The
          card example, those businesses, those new development costs are being
          carried by the segments in which they're reported. That's why you'll
          sometimes say, "What's happening to the merchant volume or margin?"
          That's part of it. The other part of it is that we're heavily
          investing in the merchant business, on the exception processing side.
          Then when you have a complaint on your cardholder statement, you can
          key it in on your home PC and communicate with your issuer from your
          home PC to get your account credited, settle the dispute, and charge
          the merchant with one transaction.

                                       25


          A charge back on average, with exception, is about $115. Anyway we get
          into a $113 cost and get paid for it is certainly something we want to
          do. We're doing some investing, there. I'll tell you the segments are
          supporting the individual products.

          For example, Pam's whole business. Any time she does something new
          that's non-dilutive or a little accretive, the margin will get pulled
          down into the segment reporting. That has nothing to do with and is
          not indicative of the business really.

     Speaker: Yes, John. I think we had a question.

     John [Mathis]: John [Mathis], Goldman Sachs. Charlie, first, thanks for
          finding a place outside of New York that at least has some sunshine.
          Surprising that it's London.

     Audience: [laughter]

     John Mathis: You didn't touch on the card-issuing business-the outsourcing
          services and how it's tracking this quarter. Can you touch on that?

     C Fote: Yes; I'm sorry. It looks like it has revenue growth because postage
          is in the number. Call it flat maybe a little down. Maybe a little
          up--we'll see how the rest of the quarter goes. That business, I'm
          focusing on getting...I'm running that thing, so that's part of the
          problem.

     Audience: [laughter]

     C Fote: We have 90 million accounts, we're tracking those every morning.
          You saw the GE deal last week. That starts the first account
          conversion of GE. Remember, we haven't converted the GE accounts that
          Wal-Mart and J C Penney have. We have some good things going there.
          I'm telling you its a couple of years your not going to see it be a
          big plus or minus in anything we're doing from a financial standpoint.

     J Mathis: Pam, if I could direct a question to you. How has your strategy
          changed over the last year? What have you learned about the
          international and European marketplace? How have you adjusted things?
          Attached to that question, what would be the inflection points around
          either a new outsourcing pipeline or new acquisition opportunities?
          For example, if the banks and consortiums were looking to monetize
          their processing assets?

     P Patsley: I guess our strategy really changed when we formed First Data
          International. So I would say it's just really now been in place not
          quite a year. When I met with you last year, I think I'd had this
          position about three or four weeks. Over the summer, we really worked
          hard to do the reorganization and put together the strategy.

          I think one of the single-most important things we did was to
          consolidate all of our product offerings. I know you've heard First
          Data talk about the one briefcase approach,

                                       26


          and putting things together. Quite simply, we needed to do that just
          within the card and merchant business and the software sales. Since
          that was put in place and finessed over the several months--last
          summer I wouldn't say there's been a change.

          I think what we are seeing is there are cultural differences that I
          personally have come to understand and appreciate as it relates to
          decision-making and things like that. I think clearly acquisitions
          will continue to play a very significant part of our growth, going
          forward, as Charlie mentioned and I mentioned, as well.

          I feel very good about the strategy. It's a little different
          region-to-region, because the markets are different. With regard to
          the second part of your question, what's kind of that inflection
          point, if you will, for new outsourcing opportunities or pipeline or
          acquisitions? Let me see if I understand that correctly, what you're
          trying to get at.

          I think there are a lot of things in the marketplace - there are
          external factors and internal efficiency issues and differentiation
          issues that will cause people to look for alternatives. Our primary
          objective, is particularly in markets where we have solutions today or
          near-ready to, we want to be there at all of those opportunities, and
          talking with those kinds of players.

          I'm not sure - did that get at what you were looking at?

     John Mathis: You made the point. Like you said--that acquisitions are such
          an important part and the way the international market seems to be
          structured is banks control the processing assets. It looks like the
          U.S. did some years ago.

     P Patsley: Correct.

     John Mathis: What makes them want to all of a sudden partner or to sell
          those assets?

     P Patsley: I think it's not much different at all than what made the U.S.
          banks re-look at that. It was again a focus and a specialization. You
          know our depth of knowledge as these markets move from being simple
          products like deferred debit or direct debit to more complex products,
          incorporating [inaudible] 2005 and looking at investments, upgrades
          and remediate systems to accommodate those changes that are regulated.
          Are all going to be things that play on that.

          I think pressure on earnings. It's those sorts of dynamics that I see
          as really the same. On the merchant side, where we can go in and help
          show our experience in running a sales force. And helping a bank
          aggressively grow that business for what it is. That's what sets us
          apart and causes them to rethink keeping everything in-house, or with
          a regional processor that they may have a part-ownership in.

     C Fote: I think you'll see competitors sharing information on the fly that
          they never talked about sharing, before. Think about transactions that
          move so they can be recaptured and show

                                       27


          up at the other end. If a merchant takes a card, they do their thing.
          This bank pays that merchant. Sometimes it goes to the same bank, and
          sometimes it goes to another bank in their area. When it goes to
          another bank in their area, they've got to recapture the transaction,
          double costs, and if they don't want any of the data to move around, I
          think you'll have standards and record formats that say, "touch it
          once," and let's get it out of here. Settle it quickly. Canada does a
          lot of that. They have a pretty good system from a [inaudible]
          standpoint and from an exposure standpoint when it comes to fraud,
          called Interact. So, it's not in many banks in Canada, but it's for
          sure that the system from a technology standpoint works.

     Speaker: Go ahead, Jim.

     James F Kissane: Jim Bear Stearns. Pam, just following up on that, what's
          your sense of the internal growth out of international? Do you have a
          multi-product or multi-platform strategy? How do you go to market
          there? Does it make sense to consolidate at some point?

          And a question for Charlie. So many U.S.-based services companies have
          tried to crack the international market, including ADP and DST. Very
          few have been successful. Why is First Data going to be different?

     C Fote: Thanks.

     P Patsley: Do you want to go first? Okay. Internal growth...we don't break
          all this out. You could look at the near plus-or-minus a little bit
          here and there each year around the 40% that we are targeting in
          revenue growth to get to our objectives that we've set out there. The
          larger part of that will come from acquisitions. I'll just leave it at
          that.

          On the platform question and the fact that we have multiple platforms
          today, let me first answer one part of the question - How do we know
          what to sell, or how do we come to that decision? The fact, again,
          that we have put that all together under a common structure -common
          sales force makes that decision very easy. The same sales person is
          going to get compensated for getting the sale done. Which means
          they're going to pick the right solution, as opposed to getting just
          that one product sold that they previously were compensated on, which
          may have been competing with really the right solution still within
          First Data.

          The notion of, "Is it good that we have multiple platforms?" Do we
          ever envision that those should consolidate? A little bit of that is
          how we've grown, how we've grown up, and functionality. I think for
          the near term and the immediate years ahead, you won't see us doing
          any big major consolidation of those platforms.

          They're really very discreet in the market space served. I would say
          EMEA is the only place where there's really any kind of competing
          processing platforms. That's because Equation is already
          up-and-running. It's so entrenched and so accepted. It has great
          performance here in the UK and in Germany, today. So we will look to
          what is the best alternative, based on functionality and cost.

                                       28


          As we go to new markets, VisionPLUS is our global platform if you
          will, for issuing. OmniPay is primarily our global platform for
          acquiring. Though there will be times, particularly in the Caribbean
          and Mexico, where we have the advantage of using the U.S. platform. We
          will continue to always make the best choice.

     C Fote: It depends on the application, too. In the private-label business,
          you might see one platform over another versus a bankcard customer.
          You have different settlements. You get [inaudible]. Which means you
          take three types of cards, ten types of card and when you can go
          around the world you'll find that a lot of retailers have multiple
          terminals. Japan's like that. You have ten terminals for ten different
          issuers. Sometimes you have two terminals for Visa issuers on
          different banks. Whatever the best solution is for some of those
          countries is what we'll deliver as the endpoint.

          On the second part of the question, "What makes you think you'll be
          successful this time around?" You can put us on that list too, by the
          way. It's 160 million in Hong Kong and the credit bureau business and
          some other things we did weren't real smart. This time around, it's
          small [inaudible].

          By the way, that was very polite not to use us in the question. In the
          Shanghai data center, it costs us about $65,000 a month for
          [inaudible]. It's not $160 million to get in there. We have the
          VisionPLUS software that came with the purchase. That whole company
          cost us less than $140 million--the whole company. We spent more than
          that just on the Hong Kong disaster.

          I think we're just doing it smarter. Some of us have been here before,
          and we're not going to lose this game twice. We're staying real focus
          on what's going on around the world. Technology says that this is an
          international buy-and-sell kind of company. It should handle
          buy-and-sell around the world. The Internet allows that to happen. We
          stepped out a little [inaudible] and said, "We have to play in those
          markets and come back with serious solutions that will help us," in
          this paradigm that we talked about earlier, and that I tried to
          communicate earlier.

          I don't have the exact answers, but I know this--we're focusing on it
          every morning on the 6:30 phone calls. We just don't let analysts in
          on that call.

     Audience: [laughter]

     Speaker: We've got some calls on the line. We have Pat Burton.

     Patrick M. Burton, CFA: Good morning or good afternoon over there. My
          question relates to the Dynamic Currency Conversion product, and it's
          for Pam. With the lawsuits that the associations have been hit with
          over their foreign currency exchange--is this product getting promoted
          more now at the point-of-sale? Then I have a follow-up question.

                                       29


     P Patsley: I think the main thing, Pat, about DCC is that it's very
          transparent to the consumer at the point-of-sale. There can be no
          question in the consumer's mind as to what they're paying. They can
          select to change it to their home currency or to the local currency of
          where they're shopping. It is a product that we're aggressively using
          to get in front of banks and acquirers and processors, to find some
          way to get the door opened and show a differentiation for ourselves.
          And as I said it turn, to allow them to differentiate in the
          marketplace.

     P Burton: The follow-up question relates to the Western Union International
          agent base. How are you finding the potential to cross-sell the rest
          of First Data services? Particularly, on the merchant side? I know you
          had the Grace Kennedy announcement last year, but it seems we haven't
          seen too many since then. Could you give us an update there, please?
          Thanks.

     S Betts: Actually, we've got a number of initiatives underway right now. I
          guess several of them I really don't think have been worthy of major
          announcements, but it really is setting business models in place. I
          think the big announcement is when we get those ready-to-go and roll
          them out regionally or into multi-countries. Anything else, Pat?

     P Burton: So we should expect some announcements on that front over the
          next 12 months?

     S Betts: I would say so, for sure.

     P Burton: Thank you very much.

     C Fote: Just a couple follow-ups. First thing, you'll probably see DCC in
          the largest market in the U.S.--being Las Vegas--to handle all the
          consumers that go to Las Vegas for gambling. Then they can
          pick-and-choose the currency that they're putting on their cards, for
          their meals and hotel statements. More important than that, Western
          Union has been in the DCC business for years. The point-of-sale system
          is run at the agent location--not at the merchant point-of-sale
          location, like it is with merchants in the credit card business.

          From an experience standpoint and the management of the cash and the
          currency conversions and the hedgings that we do on the currencies
          around the world--we've been doing that for years. This is a concise
          product that sits on a point-of-sale and a very small footprint that
          accommodates the bulk of merchants and cardholders. At the end of the
          day, the cardholder is getting the benefit, here.

     Speaker: I think we've got another caller. Dirk Godsey?

     Dirk Godsey: Yes. Good afternoon. Just a quick question for you, Charlie,
          related to the Visa merchant settlement. A couple of the reactions
          we've seen in the marketplace, from at least one bank, turning off
          their PIN option on their card. There's also been some discussion
          about various banks moving more towards Visa. There have even been
          some discussions of interlink only-type strategies. I wonder if you
          view these as kind of one-off events, or do you see a trend emerging,
          here?

                                       30


     C Fote: I saw the letter that the bank sent out to turn off the PIN debit.
          It was kind of like this--"We're not going to let you use your card at
          merchants." That was a checking account mailing in the U.S. for this
          bank. I don't know if it was a statement itself or a message on the
          statement that said, "Your PIN card will no longer be good at
          retailers. It will only be good at ATMs."

          If you want a PIN card, the implication is that you'll have to do
          offline PIN only, at merchants. The interchange rate to the issuer
          would maintain its strength, at least from a volume standpoint. There
          would be more transactions at the higher rate.

          Then when you used your card, the bank just wanted to remind
          you--although it was your money you were trying to use--a letter when
          out after the checking account mailing that said, "I told you not to
          use your money. So, if you want to have an account, please reapply and
          we'll give you a PIN-based account." That's kind of what happened,
          there. I don't think you'll see a trend, there. I think that was one
          bank's reaction.

          Now there are some banks in country, the U.S., for example, that said,
          "This is going to cost me $25-30 million in interchange fees, and we'd
          like systems or a method of getting some of that consumer's money
          back." That's as deep as it goes. In fact, the settlement that you
          referred to, I think I still have drafts. I don't think those were
          signed, yet.

     [David Banks]: They weren't signed, for sure. I don't know [inaudible]

     C Fote: The drafts had Favorite Nations clauses in them. It was thought
          that one of the associations got a better deal than the other
          associations. It worked out that whatever one got, if it was better
          than what the other one got in the negotiations, the other one got
          that same deal. It sounds to me like there's no trend going on, yet.
          People and the issuers are trying to sort out what they're going to
          do, going forward.

          Look at the American Express model, for a moment. They have a whole
          assortment of cards. There's the green card, which they call the
          personal card. They have gold and platinum. They have black, blue, and
          a [inaudible] card. They have a contract or a relationship with the
          user or consumer, based on the plastic that the consumer wants. The
          green card is a personal card. That might cost you $10 a year, if we
          want to be dramatic, here. For that, you get two miles on your loyalty
          program with American Express every time you use your green card for
          $1. If you have a gold card, you pay $200 a year for it. You might get
          20 miles for every time you charge $1. That type of relationship has
          nothing to do with the merchant.

          The merchant takes all the American Express tickets at the end of the
          night, with some exceptions, based on the average ticket. They put
          them in an electronic [inaudible] and says, "My discount rate is X."
          In the case of the bankcard, they all look the same, but you pay
          different amounts. That was really the issue.

          I think over time you'll see a different relationship between the
          issuer and the consumer in the bankcard world than you do, today.

                                       31


     P Burton: Thanks, Charlie. Just a follow-up on this 1/3 of revenue by 2007
          target. Would you expect that the primary contributor to that or
          probably even more than half of that growth would come through the
          Western Union Franchise? Or do you expect an equal contribution from
          the card issuer services business and the merchant services
          businesses?

     C Fote: I'll roughly say it will be 60%, plus-or-minus, coming from Western
          Union. That will be mainly what I'll call internal growth. Sales and
          knocking on doors. Putting merchants on and doing advertising and
          getting transaction volume. Christina--is that about right, would you
          say?

     C Gold: Yes.

     C Fote: Then Pam's business will be 40% of the total. That will come from
          knocking on doors, and so on. I'll tell you that more than half of
          that will come from acquisitions. We want to sell at the presence.
          Those acquisitions will have to fit into the core competencies of what
          we do best, or we're going to pass on them.

     Speaker: Craig, I think you've got a mike.

     Craig A Peckham, CFA: Craig Peckham with Jefferies. A question on the
          domestic side. There was a question earlier about what the banks'
          reaction has been to the settlement, as well as the Concord merger.
          Charlie, what are you hearing from the merchant customers and their
          perspectives here on the combined companies?

     C Fote: The merchants? It depends on the size of the merchant. We know that
          some have been contacted that are customers. They're going to respond
          as they see fit to respond to this pending deal. There's been no
          decision on ramming networks together. There's been no decision on
          keeping networks apart. No one's asked us to divest of anything or to
          change ownership percentage or anything like that. We'll just leave it
          where it is until we see it rolled out in the next few days and over
          the next couple of months.

     C Peckham: One follow-up. With respect to international card processing,
          has there been any change in tone over the last few months or quarters
          regarding increased prospects for getting more outsourcing business
          and moving off of software modules, etc. How much of that's related to
          underlying economic fundamentals that have had these card issuers
          offshore?

     P Patsley: I assume when you say getting in getting off of software
          modules, you're specifically referring to where we have VisionPLUS
          customers running our software in-house. I would say we have made a
          very concerted effort last year to accelerate those kinds of
          conversations. There are a number of activities. One other place is
          Shanghai data center. It is up and running, and as I mentioned, we're
          keeping our fingers crossed. We may have a contract soon with the
          First Asian Bank to run on that data center. In pockets around the
          world, Brazil where we have just such a large concentration of
          customers using that platform. Chile, Central America--a number of
          conversations--looking to

                                       32


          partner as I mentioned in many cases or to acquire into maybe it's a
          processor that's running that platform, and running our software
          today.

     C Fote: When you get global, we're taking opportunities internally with
          some of our data centers around the world. We have small data centers
          in Ireland. We have [inaudible] in Ireland that we're running T1
          platforms on. We can run merchant platforms in those data centers.
          There's a lot of opportunity for us to be doing stuff around the world
          in a service bureau mode, using the infrastructure we already have in
          place. That just supports no big Hong Kong move that will drive
          everyone nuts, and so on.

     P Patsley: I mentioned Shanghai. Another one that I think is a huge success
          is WestPac Banking Corporation. A ten-year contract and again using
          VisionPLUS, but more in an outsourcing model. That's for Card and
          Merchant, there in Australia.

     Speaker: I think we've got a couple more on the phone. Let's go to John
          Kraft. John, are you still there?

     John Kraft: Yes, I'm here. Good afternoon. Just a question about the B2B
          payment space with the Velosant name change and all the recent press.
          It appears that there's sort of an increasing focus on this space.
          What response are you seeing in the U.S., maybe relative to what
          BillingZone saw with the old owners? And maybe what is the potential
          internationally? Thanks.

     C Fote: We have Garen here--Garen, nod your head from the audience so I'm
          giving the right story, because we've got to live with it after I say
          it.

          We just had a conference out in eONE headquarters with a series of
          different constituencies from the B2B world. Although most B2B deals
          have suffered, we got pretty deep on the data-gathering, here. The
          world has taken on B2B as a viable approach for payment movement, in
          the invoice-presentation of payment movement.

          I wish I had the stats with me. If everyone said three years ago,
          "It's going to be 60% of all payments by 2004." Directionally, it's
          going to be about 19% or something. It's not from a dollar standpoint.
          So it's moving, it's just not moving along the original draft. Garen,
          is that kind of directionally what's happening? Okay.

          That's what's happening in B2B. As it relates to international
          payments, I'm going to tell you that if it's at First Data and we
          adopt B2B, we're going to use it around the world. There are no
          boundaries when it comes to paying your bills. You take 40% of our
          company and we'll grow at 13% a year through 2007 or 14% a year
          through 2007. David, isn't the number like $17 billion?

     David Banks: Yes.

                                       33


     C Fote: $16.9 if I remember so it's $17 billion at 14% growth; right? So
          our expenses, if we run a 20% margin would be--I can figure this out;
          I know I can do this on the fly--about $13.5 or $14 billion. We pay
          $14 billion worth of bills through B2B system, so we wouldn't pay $8
          billion and $6 billion. Because if you run two systems over time with
          two infrastructures, you're not going to get the expense savings you
          counted on to begin with--or the inventory control, betterments--or
          whatever comes with B2B. I would tell you once the company's in it,
          they're in it globally. It's not just a localized system.

     D. Banks: I think we've got Greg Smith on the line. Greg?

     Gregory Smith: Yes; hi. Good afternoon. Charlie, you gave an update on the
          card issuance processing business, but you didn't talk about any of
          the kind of new outsourcing opportunities. You said before that you
          had some deals that looked like they were getting past the 50-yard
          line. Any update we can get, there?

     C Fote: We have statement processing deals that we're converting. I don't
          want to talk about individual customer contracts, but I will tell you
          that we have very significant opportunities in the private-label
          business, including all private-label customers as it relates to
          leveraging up our fixed expense. We'll take advantage of centers
          around the world that we haven't been able to take advantage of,
          before, now that we have this GE contract firmed up. So that's an
          example of doing more than just receivable processing.

     G Smith: Then one last question. It looks like American Express may have
          the opportunity to partner banks, pending some litigation, here. I'm
          just wondering what opportunities or challenges that may pose on the
          card-issuance processing side for First Data.

     C Fote: I think it's an opportunity. There's always challenges. I think
          it's an opportunity. We used to do this 20 years ago, 15 years ago
          with American Express. This is another oxymoron of what's coming out
          of the industry, today. Banks used to issue the American Express
          revolving credit card. The gold card, years ago, which had revolving
          features on them, were issued by banks. You would get your green card
          bill, but it was a gold card. The gold card revolving credit line was
          supported by banks. When you got your bill, you'd say, "I want to
          revolve X percent of my balance or my entire balance." You would sign
          a draft, that would go to the bank, and you would get issued a loan
          from the bank on a revolving basis for the revolving part of your
          American Express account.

          So gold cards used to have American Express on them as you see them
          today. But instead of Centurion Bank, which is the bank that American
          Express owns, who issues the cards. They would be issued by a bank, a
          bank's name would be on those cards the credit was the bank's credit.

          We used to do processing for those revolving accounts for some of the
          banks that issued the cards. So the opportunity, I suspect, is that
          when you have a bank card and you have an American Express card, if
          that comes to pass, we'll be aggressive in a sales effort to say to
          our bank customers with American Express, "You would like to have one
          customer service department. You would probably want one interface
          with the dispute systems" and so on. So it makes sense to load those
          accounts up in our systems. Time will tell how successful we'll be, if
          this comes down.

                                       34


     G Smith: Okay. Thanks a lot.

     D. Banks: Bill.

     Bill Cross: Bill Cross, Eaton Vance. Given the importance of debit in most
          international markets, and given Concord's expertise in debit
          admittedly really within the confines of the US, is there anything in
          terms of technology or processing expertise or approaches to marketing
          or anything else that Concord can offer the international card team?
          If so, what is it?

     C Fote: Don't forget, we're strong in brand. Right? Our brand is strong.
          The Western Union brand is strong around the world. That, you've got
          to just put on the table. It certainly tips the scale a little bit.

          The second thing is the distribution network on the merchant side.
          There's nothing that says the merchant can't take everything
          poke-and-play. You turn on merchants around the world by saying, "The
          first time I see a transaction with this logo on it that I've never
          seen from this merchant point-of-sale device before, I'm going to turn
          that point-of-sale device on for all future transactions."

          We're really merchant-centric and we're really issuer-centric on this.
          We think it should be a free-for-all and let the guy with the best
          product win in the marketplace day in and day out.

          If my 96%, depending on the network, but call it north of 90, I
          haven't seen one less than 90, If my 90%-plus in local markets is
          correct, the banks are competing like sons of guns to get the deposit
          base. Right? The interchange, and letting money move from Point A to
          Point B in a very cooperative environment can only be good for
          everybody.

          If you can drive down costs in a utility if I may, and if you get
          caught very low and if you don't want to play in the network, that's
          okay. You might have to play in a different network. But you want
          those deposits. For you to attract the deposits that compete on the
          amount of money, you pay for a deposit. Then you can go make loans so
          you can make money as a bank or financial institution. I think you're
          going to be encouraged to go with the low-cost producer.

          From a First Data standpoint, and by the way, this includes NYCE, this
          includes STAR. So when I talk about networks, I'm not just talking
          about bankcard brands or competitor brands. I'm saying we own some
          brands, right? We want to compete on a low-cost basis, and let the
          banks go get deposits and do what they do best, and let us run a
          common network.

     D. Banks: Jeff, do you have another one?

                                       35


     Jeff Baker: Charlie, you gave us a slide that had Starbucks and Borders,
          and there was no Visa or MasterCard Logo on there. It essentially
          implied to me a potential beginning of perhaps a merchant network. If
          that is the case, can you give us the overall benefit to a bank that's
          willing to forego their interchange to enable something like that to
          happen? What are the opportunities for First Data in that situation?

     C Fote: Let me stay away from the, "Forego the interchange." No matter if
          it has a logo on it or not, the loyalty cards being good at multiple
          merchants is a good thing, if you want to play that game. Now you take
          regional debit networks, and you use your card at a lumber yard and a
          grocery store. In your local club, you don't have to let in the
          competitors, all lumberyards in that area. I think you'll see local
          clubs have loyalties. There'll be local clubs coming up in regional
          areas, and it might even get down to shopping center levels. It would
          be very seldom in my example that you'd see two lumber yards in the
          same shopping center. There is cooperation on loyalty points, so they
          could keep you coming back to the same location. You'd keep walking
          through the same mall and that's creating foot traffic for the mall
          that will keep you buying at that mall. So, I think you'll see a lot
          of opportunities. I don't think you'll see Starbucks and Dunkin Donuts
          get together, but you'll get Starbucks and Home Depot. That'd be kind
          of an example.

     Speaker: Greg Gieber.

     Gregory E. Gieber: Gregory E. Gieber from A G Edwards. Two questions for
          Pam, and then a few for Bill. First, can you talk about as you move
          into Europe, you can here a year ago. What did you see in the way of
          competitive structure for other processors, as pieces coming over
          here? What are companies like [inaudible] and EDS doing in the way of
          seeking out processing accounts?

          Then could you also comment on Eastern Europe? I don't think you said
          much about that in your remarks. Is the financial structure there such
          that you can move forward into Eastern Europe? Are there things there
          that you could acquire there?

     P Patsley: I'll take the last part first, because it's a shorter answer.
          While I didn't mention it, I think I might have said, "Poland,"
          somewhere along the way. We have a number of discussions underway in
          looking at Eastern Europe. Several of those are in conjunction or
          emanated from our Western Union agents, there. Again, it's not as
          mature. So the opportunity for growth and as the processors and banks
          are looking for solutions as they get more aggressive in the issuance
          business. We think there is a good opportunity for us. VisionPLUS
          would most definitely be the software we're looking at there.

          There have been a couple of acquisitions that have come, and then been
          pulled back, and different things so we are there and know of them. We
          very much would like to have a presence in Eastern Europe, and we see
          that as a growth opportunity.

          The first part of your question, with regard to competition, who are
          we seeing--I took it that you meant not just EMEA, but around the
          world?

     G Gieber: Mostly in Europe, but also around the world. But Europe is my
          primary interest.


                                       36


     P Patsley: In EMEA, Total Systems does, I think you mentioned them, have
          some presence here today. I guess the best way to describe it is, and
          I certainly don't want to come across as arrogant or overly-confident,
          but it is more "spotty" competition, and it's not always the same
          folks around, even within that region. Everyone has a little different
          approach to the market, in terms of what they're willing to do and how
          they're willing to structure a transaction.

          Probably there aren't many if any. I can think of probably just one of
          the regional in-country processors that has made any forays into going
          outside their country. Otherwise, they kind of stay within the
          country-of-origin, if you will.

          Around the world, again, I think I alluded to this. This is where
          First Data is in a very unique position. The presence through the
          VisionPLUS software distribution around the world, our presence with
          Western Union, our knowledge of local markets, activity and
          substantial operations in different parts of the world, already. There
          really isn't any one other competitor--particularly not in the list
          you named--that is approaching all the different markets, that we can
          see consistently each place that we are.

     C Fote: We're facing competition throughout the world [inaudible].

     P Patsley: It's different.

     C Fote: Yes. We're not the only player out there, as you know. When we
          thought we were, we lost the biggest account we ever had outside the
          US. So for sure, there's competition.

     G. Geiber: I have a question for Bill. If you had to break down your number
          of Western Union Agents instead of doing it on a US versus foreign, is
          there any way you could break it down into those agents that are
          primarily handling outbound movement versus those handling inbound?
          What's the sort of split is like, and how are you growing it?

     B Thomas: In terms of total numbers, I'd say the US, which is in the range
          of 50,000, is primarily domestic and outbound. Western Europe, I want
          to say, is probably in the range of 85% outbound. The number of agents
          in Western Europe now is in the probably 20,000-25,000 range. I might
          be a little conservative there, but those are the approximate numbers.

     C: I can give you a little, Christina I don't know if you have it off the
          top of your head so if my range is too [inaudible] tell me on that. I
          think Western Europe outbound went by or is close to US outbound from
          a revenue standpoint. Not quite as many transactions, because we have
          a little more flexibility in Europe than we do in the US. Isn't that
          right? I think western Europe outbound is close to the US outbound as
          gone by from a revenue standpoint.

          I think we were anticipating November of last year for that to occur.
          If I had the stats in front of me, I'd give you the numbers.

                                       37


     G Gieber: Just one final question on Western Union. If you go to a country
          like India or China, is there much intra-country money transfer, or is
          it all international? Do you see any potential for intra-country
          transfers in, say China?

     B Thomas: I'll tell you a story on one of our first trip into China, about
          a year and a half, two years ago, now. We were making our pitch to the
          China Post, at the time. We were bragging, saying, "We're doing 90
          million transactions around the world." These guys looked at each
          other and said, "Well, we're doing 220 million intra." So there's a
          huge market, there. Again, it's a very different price model and
          structure. It's not something that's on my priority list, today--maybe
          in the future. We are in discussions with a couple of our partners in
          India, to look at the possibility of doing domestic transactions.

     D. Banks: We'll take two more. One right here.

     Steve Wharton: Yes. Steve Wharton, Loomis Sayles. I just wanted to ask
          Charlie mainly about what looks to be the fairly imminent passage of
          the Check 21 Act--the Check truncation, and what effect that may or
          may not have on debit growth, going forward in the US?

          Separately, the potential use of other technologies--like say jet
          conversion by large retailers at the point-of-sale to try to use the
          ACH network, and bypass interchange-oriented payment devices all
          together?

     C Fote: I'll comment. I'll take them in order. The first one is Check 21;
          we're all over it. I don't think financial institutions should all be
          buying the gear to do check truncation with imaging and all the banks
          being inefficient at it. As soon as you don't have it full and have a
          little capacity to handle your big day, then every one has extra
          capacity for the big day's volume. Then you end up very inefficient.

          Some of the manufacturers in software and system providers in that
          business are trying to reach out into the outsourcing business, for
          check capture and check processing. We've been doing it for years.
          We'll compete as hard as we can and we'll stay on top of that
          business.

          Today, check truncation can be done in bulk. You can do remittance
          check truncation, you can pick a checking account in the US and say,
          "I'm going to pay $5 to get my checks back and $2 not to get my checks
          back." You can control that with technology today. We take it all the
          way to the lowest level.

          I was talking about card capture at the point-of-sale, earlier. Using
          a mag strip or a Smart Card, you can do that with a magnetic line, a
          check number, even if it's [inaudible]. You can truncate every check.
          You can make every merchant a check truncator if I may, by just keying
          in and doing a capture with a touchtone telephone, like we've done in
          the credit card business for years. Then you have authorizations with
          credit card follow-up.

                                       38


          You think of that and you think of cards-not-present in merchant
          business. We put fraud systems in over time to make sure that no
          matter where the check capture is done, we can catch the bad guy. If
          we can't catch the bad guy, we just don't pay anything. We can't have
          a system for a segment of the market, we just don't pay the merchant
          for his transactions until we know they're good.

          With Check 21 is going to do is allow images to move around, on top of
          the electronic capture. It takes a lot of room to move an image. It
          takes a lot of data. I don't know if it's all going to happen with the
          authorization, or it's going to happen with the first check capture or
          if it's going to happen with an imager at the point-of-sale because we
          have imagers at the point-of-sale today in our TeleCheck business. But
          to transfer every record on-the-fly in total is a challenge. I think a
          company like us can at least bring economies to large check
          processors.

          In fact, we process as many checks in Denver as some of the largest
          banks in New York. It just makes sense for us to move in that
          business. If we could truncate our own checks around the country
          [inaudible] in the US, which is a platform to go forward on. When you
          get outside the U.S., check penetration isn't as great. If we could
          truncate our own checks, it would be significant for First Data.

          The second part of the question.

     Steve Wharton: On the check conversion, some big retailers are trying to
          pursue that further.

     C Fote: I know where you're going. In electronic capture, if a merchant is
          paying a nickel or a dime for an online transaction, and $2 discount
          rate for offline debit, and the Fed and the US charges us 6/10 of a
          cent to do a transaction through a bank, why aren't people just using
          ACH transactions for settlements? You can.

          We do that in TeleCheck. We truncate transactions and send them
          through the ACH world. Now, when it's a verified transaction,
          [inaudible] not guaranteed, but we use a database. We go out there and
          say, "This is a good check." Then we tell the merchant it is a good
          check. And the merchant's of any size. Some of them will initiate ACH
          transactions through the Fed, through their bank and through the Fed.
          We don't do that. We only do them for check guarantee transactions. If
          it's $0.06 or if it's a dollar or a penny and they beat a deal with
          their local institutions to do it for $0.04, they think it's a pretty
          good transaction.

          Now in the truncated business where we guarantee the check. That has a
          discount rate that's very similar to credit card discount rates. The
          merchant isn't really paying 6/10 of a cent--they're paying something
          higher that says we guarantee the check; you'll never see a bad check
          come back [inaudible].

          Even though it looks like 6/10 of a cent, when you weighed it all and
          put it in a pile and stir it up and you'll come up with something that
          might be a lower discount rate--but it's not a penny. The total cost
          of taking a check, paper-based, is more than it looks from the bank
          deposit cost list.

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     D. Banks: Let's make this the last question, back here.

     Richard Thoma: Richard Thoma, ADN Conseil. Pam, you mentioned growing with
          acquisitions. There've been a couple articles in the centralized press
          in France about your acquisition of the [inaudible] Payment Systems.
          Could you comment on that?

     P Patsley: We don't comment on rumors. That would be my comment.

     C Fote: What comment?

     P Patsley: I didn't hear a comment. Did you comment? I didn't.

     C Fote: I know that hit the press somewhere--some local press. It didn't
          hit back in the US, but we don't comment on rumors. Are we ready to
          wrap up?

     D. Banks: Okay, let's.

     C Fote: I just want to say to everyone, listen, thanks. For you to come
          over, just makes us feel good on its own. Thanks for spending the
          time. The team around the world is doing great. The team in the US is
          doing great. I know a lot of you have been long-term owners, and for
          sure, we appreciate it. Thanks for having us here. We enjoyed it.

     Audience: [applause]

     D. Banks: The Dynamic Currency Converter demo will start in just a couple
          of minutes. If anybody is interested in staying, they can hear that.

     Audience: [applause]

     [Music]

     [End of conference]


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