FIRST DATA CORP
AGREEMENT AND RELEASE AND RELATED EXHIBITS
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AGREEMENT AND RELEASE AND RELATED EXHIBITS
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.2
                             AGREEMENT AND RELEASE

This is an Agreement and Release ("Agreement") between Robert Levenson
("Levenson") and First Data Corporation ("FDC") whereby Levenson's employment
will be terminated on a mutually agreeable basis. In consideration of Levenson's
agreement to comply with the terms of this Agreement, the following payments and
benefits will be provided by FDC.

     1.   Payments and Benefits.
          ---------------------

     (a)  Levenson will receive a notice period ("Notice Period") from June 2,
          2000 through May 23, 2003 (hereinafter, the "Retirement Date"), during
          which time Levenson will be required to perform duties from time to
          time consistent with his prior position as reasonably requested by the
          Chief Executive Officer of FDC (the "CEO"); provided, however, that,
          if the current CEO ceases to be CEO Levenson's time obligations shall
          not exceed those being performed by him on average in the three months
          before such change. Levenson will no longer have the office of
          Executive Vice President and will not continue as a member of the FDC
          Executive Committee. Levenson will continue to represent FDC on the
          Chase Alliance Board and the NISA Board (Negocios Informaticios,
          S.A.). Levenson will also continue as a director of VIPS, Inc. During
          the Notice Period, Levenson will be paid the total sum of $800,000.00,
          less appropriate deductions. Levenson will be paid in equal bi-weekly
          installments of $10,322.58, less appropriate deductions, through May
          16, 2003 and will receive a final payment of $5,161.34, less
          appropriate deductions, for May 17, 2003 through May 23, 2003.

     (b)  During the Notice Period, Levenson will continue to be eligible for
          certain welfare and employee fringe benefits coverage (as well as
          continued participation in any 401(k), and the Long-Term Incentive
          Plan), in accordance with FDC policy applicable to similarly-situated
          executives, as amended from time to time, and will be eligible for
          continued group medical coverage under the Consolidated Omnibus Budget
          Reconciliation Act of 1986 (COBRA) after his Retirement Date. Details
          about specific plan coverages, conversion and distribution eligibility
          will be provided separately. Information on electing COBRA coverage
          will be provided at the conclusion of group welfare plan eligibility.

     (c)  Except as provided in the following sentence, Levenson will continue
          to have the right, through May 22, 2006, to exercise those stock
          options and other awards, if any, which were previously granted to
          Levenson in accordance with the terms and conditions of the FDC 1992
          Long-Term Incentive Plan ("The Plan"), that are vested as of May 23,
          2003. In the event Levenson resigns or is terminated for cause (as
          defined in paragraph 4 below) prior to May 22, 2003, Levenson's right
          to exercise those stock options and other awards will cease. All
          options and other awards which have not vested by Levenson's
          Retirement Date will, in accordance with their terms, be cancelled and
          terminated on the Retirement Date.

          Levenson shall fully participate in the Shareholder Value Plan for the
          entire award period commencing January 1, 1999 and ending December 31,
          2000, but shall not participate in any subsequent awards under that
          plan. However, Levenson shall be entitled to receive his banked 1999
          Shareholder Value Plan Bonus Award, subject to the provisions of that
          plan. In the discretion

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          of the CEO, Levenson may be eligible for a stock option award during
          the notice period specified in paragraph 1(a) above.

     (d)  Levenson will be given the option to purchase, at the net book value
          as determined on July 1, 2000, the furniture and equipment in the
          suite of offices currently occupied by FDC at the Western Union
          Paramus, New Jersey facility as further described in Exhibit A. The
          valuation of such furniture and equipment shall be determined using a
          mutually agreeable method.

     (e)  Levenson shall be entitled to continue utilizing his current office
          space at 1 Mack Center Drive, Paramus, New Jersey, until such time as
          Western Union vacates the premises or the lease is terminated
          (whichever is later). Notwithstanding the foregoing, Levenson agrees
          to vacate his current office space as soon as practicable in the event
          his occupancy of such space hinders FDC's ability to terminate its
          lease early or sublease the premises.

     (f)  Except as provided above, Levenson will not be entitled to any 2000 or
          subsequent yearly bonus or any other payments during his employment.

     2.   Complete Release.  In consideration of those payments and benefits
          ----------------
listed above which are payable only under this Agreement, Levenson agrees to and
hereby does release and discharge FDC, its subsidiaries and affiliated
companies, and its agents, employees, directors, officers and all its
predecessors and successors from any and all claims, causes of action and
demands of any kind, whether known or unknown, which he has, ever has had, or
ever in the future may have and which are based on acts or omissions occurring
up to and including the date of this Agreement. Included in the release set
forth in the preceding sentence, without limiting its scope, are claims arising
under Title VII of the Civil Rights Act of 1964, as amended, the Employee
Retirement Income Security Act of 1974, as amended (ERISA), and the Age
Discrimination in Employment Act of 1967, as amended and the Family and Medical
Leave Act of 1993, as well as any other federal, state or local civil rights or
labor laws, and/or contract, tort or wage and hour laws, and which are related
to Levenson's employment with FDC or the termination of that employment.
Levenson does not waive claims that may arise after the date this Agreement is
executed and which are based on acts or omissions occurring after the date of
the Agreement. However, Levenson agrees that any payments which would otherwise
become due or payable after May 1, 2003, will be made only if Levenson executes,
on such date, an additional release of claims (in form and substance similar to
that above). The foregoing release shall not apply to Levenson's right to
indemnification under FDC's bylaws or otherwise, rights to directors and
officers liability insurance (to the extent eligible) or to amounts due pursuant
to, or under, this Agreement.

     3.   Departure From Active Employment.   On or before the last day of
          --------------------------------
Levenson's active employment, Levenson will relinquish all titles and
authorities and return to FDC all FDC property, including customer lists,
information, forms, reports, maps, files, memoranda, records, formulas, plans,
documents, software, credit cards, cardkey passes, door and file keys, computer
access codes, systems, designs, methodologies, product features, technology, and
other written and computer material which Levenson has received, prepared, or
help prepare in connection with Levenson's employment. Levenson will not at any
time, now or thereafter, retain any copies, duplicates, reproductions, or
excerpts of such FDC property, provided however, Levenson shall have the right
to retain his address books, rolodex, personal computer files, and copies of the
minutes of any and all FDC Board of Director or Committee Meetings files.

     4.   Employment Status.  While Levenson continues in the active employment
          -----------------
of FDC, Levenson's employment is subject to termination only for Cause. In the
event Levenson's employment is terminated prior to his Retirement Date for
Cause, FDC may, at its election, either abide by the terms of this Agreement
(with the

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timing of the payments adjusted) or declare the Agreement void on a prospective
basis, in which case neither party shall be bound by its terms (including, but
not limited to, the Release set forth in Section 2 hereof). For purposes of this
Agreement only, "for Cause" shall mean (a) willful misconduct with regard to FDC
or its subsidiaries that results in a material, adverse effect on FDC's
business; (b) dishonesty with regard to FDC's assets (other than good faith
expense account disputes); (c) conviction of a felony or its equivalent in other
countries (other than traffic violations or similar offenses or due to vicarious
liability); or (d) knowing, intentional, material violation of the FDC Code of
Conduct that if curable is not cured within ten (10) days of written notice
thereof.

     5.   Adherence to FDC Policies.   Levenson understands that Levenson is
          -------------------------
required to abide by the Confidential Information and Trade Secrets Agreement
attached as Exhibit B, which is incorporated herein by reference. Levenson also
understands that the provisions of this paragraph are material terms of this
Agreement. In the event of a willful and material breach of this paragraph by
Levenson, Levenson's employment will be terminated and all benefits and payments
under this Agreement will cease.

This paragraph 5 shall survive the termination of this Agreement.

     6.   Commencing Another Position.  If Levenson obtains full-time active
          ---------------------------
employment inside FDC or its subsidiaries or affiliates during the term of this
Agreement, any and all further payments or benefits under this Agreement will
cease. In the event Levenson obtains such employment within FDC or its
subsidiaries or affiliates within this time, Levenson specifically agrees that
Levenson's acceptance of employment constitutes sufficient consideration to
support the release of claims set forth in this document notwithstanding the
fact that payments and benefits hereunder have ceased. Levenson shall
immediately notify FDC of any change in Levenson's employment status.

     7.   Nonsolicitation.  Levenson's right to receive the benefits and
          ---------------
payment identified in Paragraph 1 is contingent upon Levenson's compliance with
the following nonsolicitation obligations during the term of this Agreement and
for the one-year period beginning with May 24, 2003 (in the aggregate, the
"Nonsolicitation Period"):

     (a)  Levenson will not, during the Nonsolicitation Period, directly or
          indirectly solicit any business involving or similar to any existing
          or planned products, about which Executive has knowledge, marketed by
          FDC or any FDC affiliate or subsidiary (for purposes of this paragraph
          7, collectively "FDC") as of the date of the solicitation if before
          April 14, 2003 or, if after April 14, 2003, as of April 14, 2003, from
          any person or organization which was, on or before the applicable
          date, a customer or bona fide prospective customer of FDC with whom
          Levenson had personal contact in the course of Levenson's business
          responsibilities in the two years prior to the applicable date, as a
          result of Levenson's employment with FDC, or about whom Levenson
          gained, in the two years prior to the applicable date, proprietary
          information belonging to FDC which would give Levenson a competitive
          advantage in dealing with that customer or bona fide prospective
          customer. The parties acknowledge that Exhibit C is a list of those
          customers or bona fide prospective customers as of the date hereof.

     (b)  Levenson will not, during the Nonsolicitation Period, request or
          advise any entity which he cannot solicit pursuant to at such time to
          withdraw, curtail or cancel its business dealings with FDC, its
          subsidiaries or affiliates.

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     (c)  Levenson will not directly or indirectly recruit, hire, solicit or
          encourage (the "Activity") any employee of FDC to leave FDC's employ,
          during the Nonsolicitation Period, if Levenson had personal contact in
          the course of Levenson's business responsibilities with such FDC
          employee within the two years prior to the date of such Activity. This
          restriction does not apply to Joan Coleman or to the solicitation of
          any employee who has been terminated by FDC due to job elimination,
          reduction in force or any other involuntary departure from FDC's
          employment or the giving of references. General advertising or
          retention of headhunters shall not constitute recruiting or
          soliciting.

In the event of any willful and intentional material breach of these non-
solicitation obligations by Levenson, FDC shall be entitled to terminate
Levenson's employment status hereunder and the provision of any benefits and
compensation conditioned upon such status, without waiving the right to pursue
any other available legal or equitable remedies. Notwithstanding the foregoing,
Levenson shall not be deemed to have materially breached his obligations in this
paragraph unless FDC gives Levenson written notice of such failure and ten (10)
business days within which to cure it or conform his conduct, as the case may
be.

This paragraph 7 shall survive the termination of this Agreement.

     8.   Nondisclosure and Nondisparagement.  Levenson represents that Levenson
          ----------------------------------
has not and will not disclose any of the terms of this Agreement unless and to
the extent such disclosure is required by law or to secure advice from a legal
or tax advisor or is pursuant to a court order or by order of any judicial
officer or to a potential employer (if necessary) or a family member. All the
foregoing payment arrangements are also conditioned upon Levenson's agreement
not to intentionally make any derogatory statements in a public forum that is
damaging to FDC or its affiliates or subsidiaries, unless such statements are
required to be made by law. FDC agrees that its officers and directors shall not
make any derogatory statements in a public forum that are damaging to Levenson
unless such statements are required by law. Levenson agrees and understands that
the provisions in this paragraph as well as paragraphs 3, 5, 6, 7, and 9 are
material terms of this Agreement. In the event of any violation of this
paragraph by Levenson or anyone acting on Levenson's behalf, FDC's obligations
under this Agreement will terminate as of such date and FDC will be entitled to
any available legal or equitable remedies as a result of such breach.

This paragraph 8 shall survive the termination of this Agreement.

     9.   Death or Disability.  In the event of Levenson's death or disability
          -------------------
prior to May 23, 2003, Levenson or Levenson's estate shall be entitled to the
compensation under this Agreement which Levenson has been paid or for which
payment is due at the time of such death or disability. In addition, Levenson or
Levenson's estate shall be entitled to the remaining payments left to be paid
under paragraph 1(a) above. Any amount due Levenson shall be paid to or applied
for the payment of benefit of Levenson or to Levenson's estate or personal
representative, accordingly. Disability is hereby defined as qualifying for
disability benefits under the FDC Long Term Disability Plan or with the Social
Security Administration as determined by FDC in its sole discretion. Should
Levenson's disability continue for a period of four consecutive weeks or for a
period of ten cumulative weeks during the term hereof, FDC may deem Levenson
disabled.

     10.  Cooperation.  Levenson agrees to cooperate with FDC, its financial and
          -----------
legal advisors, and/or government officials in any claims, investigations,
administrative proceedings, lawsuit, and other legal, internal or business
matters, as reasonably requested by FDC with due regard to Levenson's other
commitments.  To the

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extent that it is consistent with FDC's by-laws and articles of incorporation
(and applicable laws), FDC will also provide Levenson with legal counsel of his
choosing (at FDC expense) and in any event will provide for reimbursement for
documented and reasonable out-of-pocket travel expenses as are required and
which Levenson incurs in complying with Levenson's obligations under this
paragraph. If, for any reason Levenson or FDC determines that a conflict of
interest may exist between Levenson and FDC, FDC may require (or Levenson may
choose) to obtain separate counsel in which case FDC will subsequently reimburse
Levenson for the reasonable and necessary legal fees and disbursements
associated with the use of such counsel and/or related travel expenses (as
limited above), to the extent that such reimbursement is permitted by FDC's
bylaws and applicable law.

This paragraph 10 shall survive the termination of this Agreement.

     11.  Severability.  In the event that any provision of this Agreement is
          ------------
deemed unenforceable, the parties agree that a court of competent jurisdiction
shall have jurisdiction to reform such provision to the extent necessary to
cause it to be enforceable to the maximum extent permitted by law. The
provisions in this Agreement are severable, and if any provision is determined
to be prohibited or unenforceable in any jurisdiction, the remaining provisions
shall nevertheless be binding and enforceable. This Agreement shall be governed
by and interpreted in accordance with the laws of the State of Delaware without
regard to principles of conflicts of law.

This paragraph 11 shall survive the termination of this Agreement.

     12.  Period for Review and Consideration of Agreement.  Levenson
          ------------------------------------------------
acknowledges that Levenson was given 21 days to review this Agreement from the
time Levenson received it, and was advised to review it with an attorney of
Levenson's choice. Levenson is further advised that Levenson has 7 days after
signing this Agreement to revoke it as to Age Discrimination in Employment Act
of 1967 claims only, by notifying FDC in writing. Should Levenson revoke this
Agreement as specified in the preceding sentence FDC may, at its election,
either abide by the terms of this Agreement or declare the Agreement void, in
which case neither party shall be bound by its terms. Levenson understands that
if Levenson does not sign this Agreement, Levenson will not be entitled to other
payments or benefits referred to in this Agreement, except those required by
law. Levenson further states that Levenson has carefully read the foregoing
Agreement, knows and understands the contents thereof and its binding legal
effect. Levenson signs the same on Levenson's own free will and act, and it is
Levenson's intention that Levenson be legally bound thereby.

     13.  Other Agreements.  Levenson agrees and understands that this Agreement
          ----------------
is supplemental to, but does not supersede, the non-solicitation,
confidentiality or other provisions by which Levenson may be bound as a
consequence of Levenson's employment with FDC.


Dated:     6/6/00
           ---------------------------
Executive:  /s/ Robert Levenson
           ---------------------------
Print:     Robert Levenson
           ---------------------------

                                      Witness:  /s/ Joan M. Coleman
                                               --------------------

FIRST DATA CORPORATION


By:        /s/  Michael T. Whealy
           ---------------------------
Title:      EVP
           ---------------------------

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<PAGE>

                            EXHIBIT A - page 1 of 2
First Data Corporation
Fixed Asset Listing of Paramus Location
Projected Fixed Asset value as of 8/31/2000

<TABLE>
<CAPTION>
Sys    Desc
No                                                                                    Acq Value    8/00 Depr*    8/00
                                                                                                                  NBV**
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>           <C>
635      3 DRAWER LAT FILE CABINET (18X36X41)                                            366.10         80.06        286.04
636      STORAGE CABINET; 1 ADJ SHELF, 1 CNTR HOOK SHELF, 1 TOP SELF EDGE                443.55         97.02        346.53
637      CREDENZA- 2 PEDS, DBL (16X72X29)                                              1,466.22        320.72      1,145.50
638      BURGUNDY HIGH BACK CHAIR WITH MAHOGANY BASE                                   1,191.97        260.72        931.25
639      4 DRAWER VERTICAL FILE CABINET (MEDIUM MAHOGANY)                              1,342.85        293.76      1,049.09
640      4 DRAWER VERTICAL FILE CABINET (MEDIUM MAHOGANY)                              1,342.85        293.76      1,049.09
641      4 DRAWER VERTICAL FILE CABINET (MEDIUM MAHOGANY)                              1,342.85        293.76      1,049.09
642      4 DRAWER VERTICAL FILE CABINET (MEDIUM MAHOGANY)                              1,342.85        293.76      1,049.09
643      4 DRAWER VERTICAL FILE CABINET (MEDIUM MAHOGANY)                              1,342.85        293.76      1,049.09
644      4 DRAWER VERTICAL FILE CABINET (MEDIUM MAHOGANY)                              1,342.85        293.76      1,049.09
645      OCCASIONAL TABLE, RADIUS EDGE (20X48X15)                                        305.73         66.91        238.82
646      OCCASIONAL TABLE, RADIUS EDGE (20X30X20) MED MAHOGANY                           258.93         56.66        202.27
---------------------------------------------------------------------------------------------------------------------------
         Total                                                                        12,089.60      2,644.65      9,444.95
</TABLE>
         * 8/00 Depr = Accumulated depreciation as of 8/31/00
         ** 8/00 NBV = Net Book Value as of 8/31/00

         This list does not include the leasehold improvements with a NBV as of
         8/00 of $6,565.84 that would not be purchased.

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                            EXHIBIT A - page 2 of 2

Fully Depreciated Furniture and Equipment at Paramus Location


Xerox copier
Canon fax machines (2)
Laser printer (HP Laser Jet 4)
Typewriter and stand
Paper shredder
Storage cabinets in supply/copy room
Kitchen cabinets
Refrigerator

Reception area
sofa
chairs (2)

Conference room
table
chairs (8)
floor lamps (2)

office furniture #1
desk
chair
wall unit
small bookcase
sofa
chair
tables (2)
lamp

office furniture #2
desk unit
chair

office furniture #3
desk
credenza
table
chairs (5)

workstations (2)
chair

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                                   EXHIBIT B
             CONFIDENTIAL INFORMATION AND TRADE SECRETS AGREEMENT

Employee is subject to the following Confidential Information and Trade Secrets
commitments:

"Confidential Information" means:

a.   Any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited to, products, planning
information, marketing strategies, plans, finances, operations, customer
relationships, customer profiles, sales estimates, business plans, and internal
performance results relating to the past, present or future business activities
of FDC and its affiliates, customers, clients and suppliers (collectively
AFDC@); and

b.   Any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense
that its confidentiality affords FDC a competitive advantage over its
competitors; and

c.   Any confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, information, know-how, show-how and Trade Secrets,
whether or not patentable or copyrightable; and

d.   All documents, inventions, substances, engineering and laboratory
notebooks, drawings, diagrams, specifications, bills or material, equipment,
prototypes and models relating to any of the foregoing, confidential or
proprietary information stored on any computer system and software used by FDC
in connection with the business or operations of FDC, and any other tangible
manifestation of the foregoing which now exist or come into Employee's control
or possession, in whatever form provided or duplicated.

"Trade Secrets" mean and include anything tangible or intangible or
electronically kept or stored, which constitutes, represents, evidences or
records a secret scientific, technical, merchandising, production or management
information, design, process, procedure, formula, invention or improvement.

Confidential Information does not include any data or information that is or
becomes generally known and available to the public other than as a result of
its wrongful disclosure by Employee. During and for a period of two years after
Employee=s employment with FDC, Employee will not disclose to any person or
organization, directly or indirectly, or utilize for Employee=s own benefit any
Confidential Information that Employee received or developed at any time during
Employee=s employment with FDC except that Employee may disclose Confidential
Information to a governmental agency as required by applicable law or as
required in a judicial or administrative proceeding, in both cases only after
all reasonable legal remedies for maintaining such information in confidence
have been exhausted, including, but not limited to, by giving FDC as much
advance notice of the possibility of such disclosure as is practical so FDC may
attempt to stop such disclosure or take action to assure confidential handling
of such information.

                                   EXHIBIT C
                                CUSTOMERS LIST

     CFS Bank                                        Chase Manhattan Bank


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