THE WESTERN UNION COMPANY
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective December 31, 2008)
1. Purpose . The purpose of The Western Union Company Non-Employee Director Deferred Compensation Plan (the
“Plan”) is to provide members of the Board of Directors of The Western Union Company (the “Company”) who are not
employees of the Company or its subsidiaries or affiliates with the opportunity to (i) convert all or a portion of the annual cash
retainer fees otherwise payable to them in their capacity as non-employee directors of the Company to non-qualified stock
options and/or unrestricted stock units to be granted under The Western Union Company 2006 Non-Employee Director Equity
Compensation Plan (the “Equity Plan”) and (ii) make elections concerning the settlement of unrestricted stock units to be
granted to such non-employee directors under the Equity Plan. Capitalized terms not defined herein shall have the respective
meanings assigned to such terms by the Equity Plan.
2. Administration . The Plan shall be administered by the Committee. Before the beginning of each year, the Committee, at
its sole discretion will determine which members of the Board will be offered participation in the Plan.
The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof and establish, amend
and revoke rules and regulations as it deems necessary or desirable for the administration of the Plan. All such interpretations,
rules, regulations and conditions shall be final, binding and conclusive. A majority of the Committee shall constitute a quorum.
The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which
a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting. The Committee
may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of t