(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of the transaction:

(5)	Total fee paid:

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(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	Elect Dinyar S. Devitre, Betsy D. Holden, Wulf von Schimmelmann, and Solomon D. Trujillo to serve as members of the Company’s Board of Directors until the Company’s 2014 Annual Meeting of Stockholders.

2.	Hold an advisory vote to approve executive compensation.

3.	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013.

4.	Approve amendments to the Company’s Amended and Restated Certificate of Incorporation to provide stockholders the right to call special meetings of stockholders.

5.	Vote on the stockholder proposal described in the accompanying Proxy Statement, if properly presented at the 2013 Annual Meeting of Stockholders.

6.	Transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.

•	FOR the election of all the nominees for the Board of Directors.

•	FOR the approval of a resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement.

•	FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2013.

•	FOR the amendments to the Company’s Amended and Restated Certificate of Incorporation to provide stockholders the right to call special meetings of stockholders.

•	AGAINST the stockholder proposal described in the accompanying Proxy Statement, if properly presented at the 2013 Annual Meeting of Stockholders.

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•	Annual election of directors (approved by stockholders in 2012; phased in beginning in 2013).

•	Proxy access. Our By-Laws permit qualifying stockholders or groups of qualifying stockholders that have each beneficially owned at least 3% of the Company’s common stock for three years to nominate up to an aggregate of 20% of the members of the Board and have information and supporting statements regarding those nominees included in the Company’s proxy statement.

•	Majority vote standard in uncontested elections. Each director must be elected by a majority of votes cast, rather than by a plurality.

•	No stockholder rights plan (“poison pill”).

•	If proposal 4 is approved, stockholders will have the ability to call a special meeting of stockholders.

•	No supermajority voting provisions in the Company’s organizational documents.

•	Independent Board. Our Board is comprised of all independent directors, except our Chief Executive Officer.

•	Independent non-executive chairman. The Chairman of the Board of Directors, Jack Greenberg, is a non-executive independent director.

•	Independent Board committees. Each of the Audit Committee, Compensation and Benefits Committee, and Corporate Governance and Public Policy Committee is made up of independent directors. Each standing committee operates under a written charter that has been approved by the Board.

•	Confidential stockholder voting. The Company’s Corporate Governance Guidelines provide that the vote of any stockholder will not be revealed to anyone other than a non-employee tabulator of votes or an independent election inspector, except as set forth therein.

•	Committee authority to retain independent advisors. Each of the Audit Committee, Compensation and Benefits Committee, and Corporate Governance and Public Policy Committee has the authority to retain independent advisors.

•

Robust code of conduct. The Company is committed to operating its business with honesty and integrity and maintaining the highest level of ethical conduct. These absolute values are embodied in our Code of Conduct and require that every customer, employee, agent and member of the public be treated accordingly. The Company Code of Conduct applies to all employees, but the Company’s senior financial officers are also subject to an additional code of ethics, reflecting the Company’s commitment to maintaining the highest standards of ethical conduct.

•	Stock ownership guidelines for senior executives and directors. Significant stock ownership requirements for our senior executives and directors strongly link the interests of management and the Board with those of stockholders.

•

Prohibition on pledging and hedging of company stock by senior executives and directors. As noted below in “Compensation Discussion and Analysis-Executive Summary-Executive Compensation and Corporate Governance Framework,” the Company’s insider trading policy prohibits the Company’s executive officers and directors from pledging the Company’s securities or engaging in hedging or short-term speculative trading of the Company’s securities, including, without limitation, short sales or put or call options involving the Company’s securities.

•	Stockholder engagement. The Company regularly engages with its stockholders to better understand their perspectives.

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•	The director is, or has been within the last three years, an employee of Western Union, or an immediate family member of the director is, or has been within the last three years, an executive officer of Western Union.

•	The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Western Union, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

•

(i) The director is a current partner or employee of a firm that is Western Union’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on Western Union’s audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such firm and personally worked on Western Union’s audit within that time.

•	The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Western Union’s present executive officers at the same time serves or served on that company’s compensation committee.

•	The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Western Union for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues.

•	The director is a current employee, or an immediate family member is a current executive officer, of a company which was indebted to Western Union, or to which Western Union was indebted, where the total amount of either company’s indebtedness to the other, in any of the last three fiscal years, exceeded 5% or more of such other company’s total consolidated assets.

•

The director or an immediate family member is a current officer, director, or trustee of a charitable organization where Western Union’s (or an affiliated charitable foundation’s) annual discretionary charitable contributions to the charitable organization, in any of the last three fiscal years, exceeded the greater of $1 million or 5% of such charitable organization’s consolidated gross revenues.

•	Owning or holding Western Union Common Stock or options to acquire Western Union Common Stock in accordance with Western Union’s equity compensation plans.

•	Service as an officer or employee of Western Union or its subsidiaries that ended more than three years ago.

•	Employment or affiliation with the auditor of Western Union by a director or immediate family member who personally worked on Western Union’s audit that ended more than three years ago.

•	Having a family member that is an employee of Western Union as long as such individual has not been an executive officer of Western Union within the last three years.

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•	Reviews succession planning for the Chief Executive Officer on an annual basis. As part of this process, the Chief Executive Officer reviews the annual performance of each member of the management team with the Board and the Board engages in a discussion with the Chief Executive Officer and the Chief Human Resources Officer regarding each team member and the team member's development;

•	Maintains a confidential plan to address any unexpected short-term absence of the Chief Executive Officer and identifies candidates who could act as interim Chief Executive Officer in the event of any such unexpected absence; and

•	Ideally three to five years before the retirement of the current Chief Executive Officer, manages the succession process and determines the current Chief Executive Officer's role in that process.

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(1)

Ms. Fayne Levinson and Mr. Miles elected to receive their annual retainer fees for 2012 in the form of equity compensation as described below under “Equity Compensation.” Because Mr. Stevenson, a non-United States resident director, was required in 2012 to receive his annual retainer fee in the form of equity rather than cash, the annual retainer fee for Mr. Stevenson is reported in Stock Awards and Option Awards columns.

(2)

The amounts in this column represent the value of bonus stock units granted to each director as annual equity grants as well as the portion of the annual retainer fee for 2012 received by Mr. Stevenson in the form of stock awards. Stock awards consist of fully vested bonus stock units that are settled in shares of Common Stock and may be subject to a deferral election consistent with Internal Revenue Code Section 409A. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of the relevant assumptions used in calculating these amounts.

(3)

The amounts in this column represent the value of options granted by Western Union as annual equity grants as well as the portion of the annual retainer fee for 2012 received by Mr. Stevenson in the form of option awards. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of the relevant assumptions used in calculating these amounts.

(4)

All Other Compensation includes matches under the Company’s gift matching program that the Company made in 2012. Outside directors are eligible to participate in the Company’s gift matching program on the same terms as Western Union’s executive officers and employees. As noted below, contributions made or directed to be made to an eligible organization, up to an aggregate amount of $25,000 per calendar year, will be matched by the Company. Matching contributions to various charities were made on behalf of the following directors: Mr. Greenberg—$25,000; Mr. Devitre—$25,250; Mr. Goodman—$20,000; Ms. Holden—$17,000; and Mr. Mendoza—$250. The charitable contributions match amount reported for Mr. Devitre represent matches made by the Company in 2012 with respect to charitable contributions made by Mr. Devitre in 2012 and 2011. The remainder of the amount included in All Other Compensation represents travel and entertainment costs for directors’ spouses incurred in connection with Board of Directors-related events.

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(5)	As of December 31, 2012, each individual who served as an outside director during 2012 had outstanding the following number of stock units and options:

(6)	Effective May 23, 2012, Dennis Stevenson ceased serving as a director of the Company.

•	an annual Board retainer fee of $85,000;

•	an annual committee chair retainer fee of $15,000 for the chairperson of the Corporate Governance and Public Policy Committee of our Board; and

•	an annual committee chair retainer fee of $25,000 for the chairperson of each of the Audit Committee and the Compensation Committee of our Board, and a $10,000 committee member retainer fee for each other member of the Audit Committee of our Board.

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•	an annual retainer fee of $125,000; and

•	an annual equity grant with a value of $350,000.

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•	Revenue of $5.7 billion, up 3% from 2011;

•	Operating income of $1.3 billion, down 4% from 2011;

•	Operating income margin of 23.5%; and

•	Cash flow from operations of $1.2 billion.

•

Long-Term Incentive Awards Closely Linked to Performance Objectives: Since 2009, the vesting of an increasing percentage of long-term incentive awards has been tied to the Company’s strategic and financial performance. The committee intends that the annual long-term incentive awards granted to those serving in the position of Chief Executive Officer or Executive Vice President, at the time of grant, be at-risk, performance-based equity compensation in the form of performance-based restricted stock units and stock options, which have value to an award recipient only if certain performance goals are achieved or our stock price appreciates. To further align the interests of the named executive officers with the Company’s stockholders, in February 2012, the committee implemented payout modifiers which limit the percentage of the 2012 performance-based restricted stock unit awards that may vest based on the Company’s total stockholder return (“TSR”) performance relative to the TSR performance of the S&P 500 Index and the Company’s stock price performance over a three-year performance period.

•

Emphasis on Future Pay Opportunity Versus Current Pay: The Compensation Committee seeks to provide an appropriate mix of compensation elements, including finding a balance among current versus long-term compensation and cash versus equity-based compensation. The committee believes that equity-based compensation aligns the interests of our named executive officers with those of our stockholders and encourages our named executive officers to continue to deliver results over a longer period of time. The committee believes that the compensation awarded to our named executive officers should be more at-risk by being based on the Company’s financial and stock price performance. Accordingly, in 2012, all of the long-term incentive awards delivered to our named executive officers were in the form of equity-based compensation.

•	Executive Severance Policy: In the event of a change-in-control, severance benefits are generally payable only upon a “double trigger” and change-in-control tax gross-up payments are prohibited for individuals promoted or hired as executive officers after April 2009.

•	“Clawback” Policy: The Company may recover incentive compensation paid to an executive officer that was calculated based upon any financial result or performance metric impacted by fraud or misconduct of the executive officer.

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Stock Ownership Requirements: Our stock ownership guidelines require our Chief Executive Officer to own Western Union stock equal in value to five times his base salary and each of the other executive officers to own stock equal in value to two times his or her respective base salary. Our executive officers are required to retain, until the Company’s required ownership levels have been achieved, at least 50% of the after-tax shares acquired upon the vesting of restricted stock units and at least 50% of the shares acquired upon exercise of stock options after the payment of the exercise price, broker fees, and related tax withholding obligations. We also have stock ownership requirements for our directors, as discussed in the “Compensation of Directors-2012 Director Compensation-Equity Ownership Guidelines” above.

•	Prohibition on Pledging and Hedging of the Company’s Securities: The Company’s insider trading policy prohibits the Company’s executive officers and directors from pledging the Company’s securities or engaging in hedging or short-term speculative trading of the Company’s securities, including, without limitation, short sales or put or call options involving the Company’s securities.

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(1)	As reported in the Total column of the 2012 Summary Compensation Table.

(2)

Amounts reported in the calculation of total realizable compensation include (a) annualized base salary, (b) actual bonus payments and performance-based cash award payments made to each eligible executive in each of the years shown under the Company’s non-equity incentive plans, (c) the value realized from the exercise of stock options and for unexercised stock options, the difference between the exercise price and the closing stock price on December 31, 2012, each reported in the year granted, (d) the value realized upon vesting of restricted stock units or performance-based restricted stock units and the value of unvested restricted stock units or performance-based restricted stock units based on the closing stock price on December 31, 2012 (including payment of dividend equivalents if applicable), each reported in the year granted, and (e) amounts reported in the All Other Compensation Table for the respective years.

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•	Hikmet Ersek, President and Chief Executive Officer (September 2010 to present)

•	Scott T. Scheirman, Executive Vice President, Chief Financial Officer (September 2006 to present) and Global Operations (January 2012 to November 2012)

•	J. David Thompson, Executive Vice President, Global Operations (November 2012 to present) and Chief Information Officer (April 2012 to present)

•	Rajesh K. Agrawal, Executive Vice President (November 2011 to present) and President, Western Union Business Solutions (August 2011 to present)

•	John R. Dye, Executive Vice President, General Counsel and Secretary (November 2011 to present)

•	Stewart A. Stockdale, Former Executive Vice President and President, Global Consumer Financial Services (April 2011 to October 2012)

•	Hold our executives accountable and reward them for results;

•	Align our executives’ goals with our stockholders’ interests; and

•	Attract, retain, and motivate outstanding executive talent around the world, suited to the Company’s unique nature and structure.

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•	Participates in the design of executive compensation programs to help the committee evaluate the linkage between pay and performance;

•	Reviews market data and advises the committee on recommending the Chief Executive Officer’s compensation levels to the Board;

•	Reviews and advises the committee regarding the compensation of the other executive officers;

•	Reviews and advises the committee regarding director compensation; and

•	Performs an annual risk assessment of the Company’s compensation programs, as described in the “Executive Compensation-Risk Management and Compensation” section of this Proxy Statement.

•	Appropriate to support the Company’s strategic performance objectives;

•	Consistent with the philosophy and objectives described under “-Establishing and Evaluating Executive Compensation-Our Executive Compensation Philosophy and Objectives” above; and

•	Reasonable when compared to market pay practices (see “-Market Comparison” below).

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•	global brands providing virtual products or services; or

•	companies involved with payment and processing services.

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•	In the graph, the 100% payout level assumed achievement of 2012 plan (revenue of approximately $5.9 billion and operating income of approximately $1.5 billion).

•	In 2012, the Company achieved 97.3% of plan for revenue and 91.3% of plan for operating income, resulting in no payout for the financial performance metric.

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•	Align the interests of our executives with the interests of our stockholders by focusing on objectives that result in stock price appreciation through the use of stock options;

•	Increase cross-functional executive focus in the coming years on key performance metrics through performance-based restricted stock unit awards; and

•	Retain the services of executives through multi-year vesting provisions.

•	Targeted compound annual constant currency growth rate for the Company’s revenue for 2012 through 2013, measured against 2011 revenue (weighting 34%);

•	Targeted compound annual constant currency growth rate for the Company’s earnings before the deduction of interest, taxes, depreciation, and amortization expenses for 2012 through 2013, measured against 2011 earnings before the deduction of interest, taxes, depreciation, and amortization expenses (weighting 33%); and

•	Targeted compound annual growth rate for registered customers for 2012 through 2013, measured against 2011 registered customer levels (weighting 33%).

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•	Base Salary. In February 2012, the committee increased Mr. Ersek’s base salary from $925,000 to $1,000,000, effective March 1, 2012.

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Annual Incentive Plan Target and Payout Level. For 2012, the committee increased Mr. Ersek’s annual incentive plan target from 135% of his base salary to 150% of his base salary, or $1,500,000. The maximum Annual Incentive Plan award that Mr. Ersek could have earned during 2012 was 200% of Mr. Ersek’s target, or $3,000,000. The Compensation Committee exercised negative discretion in determining not to award Mr. Ersek a 2012 Annual Incentive Plan award payout.

•	Long-Term Incentive Award. For 2012, the committee increased Mr. Ersek’s long-term incentive award target from $4,500,000 to $6,000,000.

•	Base Salary. In February 2012, the committee increased Mr. Scheirman’s base salary from $562,800 to $585,312, effective March 1, 2012.

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Annual Incentive Plan Target and Payout Level. No changes were made to Mr. Scheirman’s annual incentive target, as a percentage of base salary. Accordingly, for 2012, Mr. Scheirman’s 2012 annual incentive plan target was 95% of his base salary, or $556,046. The maximum Annual Incentive Plan award that Mr. Scheirman could have earned during 2012 was 200% of Mr. Scheirman’s target, or $1,112,092. Mr. Scheirman’s 2012 Annual Incentive Plan award payout was $133,451, which reflected the payout of 24% of Mr. Scheirman’s target.

•	Long-Term Incentive Award. For 2012, the committee increased Mr. Scheirman’s long-term incentive award target from $1,500,000 to $1,750,000.

•	Base Salary. Mr. Thompson’s initial base salary level was set at $500,000 per year.

•

Annual Incentive Plan Target and Payout Level. Because Mr. Thompson was not eligible to participate in the Annual Incentive Plan, Mr. Thompson was eligible to receive a bonus under the Company’s Performance Incentive Plan with payouts subject to the same financial and strategic performance metrics set under the Annual Incentive Plan. Mr. Thompson’s target bonus under the Performance Incentive Plan was set at 90% of his base salary, with the 2012 award payout to be prorated for the number of days Mr. Thompson was with the Company in 2012. The maximum Performance Incentive Plan award that Mr. Thompson could have earned during 2012 was 200% of Mr. Thompson’s target, prorated to reflect his service with the Company. Mr. Thompson’s 2012 Performance Incentive Plan award payout was $74,666, which reflected the payout of 24% of Mr. Thompson’s prorated target.

•	Discretionary Bonus. For 2012, the committee also awarded Mr. Thompson a discretionary bonus of $158,633 in recognition of his performance during 2012 and for retention purposes.

•	Long-Term Incentive Award. For 2012, the committee set Mr. Thompson’s long-term incentive award target at $1,000,000.

•	New Hire Equity Grant. Pursuant to the terms of Mr. Thompson’s offer letter, Mr. Thompson received a one-time new hire award of $1,900,000 in the form of time-based restricted stock units to compensate him for forfeited compensation under his prior employer’s incentive programs. These restricted stock units vest ratably over three years from the date of grant.

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•	Base Salary. For 2012, no changes were made to Mr. Agrawal’s 2012 annual base salary.

•

Annual Incentive Plan Target and Payout Level. No changes were made to Mr. Agrawal’s annual incentive target. Accordingly, for 2012, Mr. Agrawal’s 2012 annual incentive plan target was 100% of his base salary, or $405,000. The maximum Annual Incentive Plan award that Mr. Agrawal could have earned during 2012 was 200% of Mr. Agrawal’s target, or $810,000. Mr. Agrawal’s 2012 Annual Incentive Plan award payout was $97,200, which reflected the payout of 24% of Mr. Agrawal’s target.

•	Long-Term Incentive Award. For 2012, the committee increased Mr. Agrawal’s long-term incentive award target from $850,000 to $1,300,000.

•	Base Salary. Mr. Dye’s initial base salary level was set at $500,000 per year.

•	Annual Incentive Plan Target and Payout Level. For 2012, Mr. Dye’s annual incentive plan target was 80% of his base salary, or $400,000. The maximum Annual Incentive Plan award that Mr. Dye could have earned during 2012 was 200% of Mr. Dye’s target, or $800,000. Mr. Dye’s 2012 Annual Incentive Plan award payout was $96,000, which reflected the payout of 24% of Mr. Dye’s target.

•	Discretionary Bonus. For 2012, the committee also awarded Mr. Dye a discretionary bonus of $204,000 in recognition of his performance during 2012 and for retention purposes.

•	Long-Term Incentive Award. For 2012, the committee set Mr. Dye’s long-term incentive award target at $750,000.

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New Hire Awards. In connection with Mr. Dye’s commencement of employment with the Company, the committee approved a new hire cash award equal to $600,000, payable in three equal annual installments beginning in 2012 subject to Mr. Dye’s continued employment with the Company. As part of the new hire award, Mr. Dye also received a time-based restricted stock unit award in 2011, with a grant date value equal to $600,000 and vesting ratably over three years from the date of grant.

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•	Base Salary. For 2012, no changes were made to Mr. Stockdale’s 2012 annual base salary.

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Annual Incentive Plan Target and Payout Level. No changes were made to Mr. Stockdale’s annual incentive target. Accordingly, for 2012, Mr. Stockdale’s annual incentive plan target was 100% of his base salary, or $700,000. The maximum Annual Incentive Plan award that Mr. Stockdale could have earned during 2012 was 200% of Mr. Stockdale’s target, or $1,400,000. Mr. Stockdale’s 2012 Annual Incentive Plan award payout was $168,000, which represents a payout under the Annual Incentive Plan based on actual performance during the year, consistent with the terms of the Executive Severance Policy.

•	Long-Term Incentive Award. For 2012, the committee increased Mr. Stockdale’s long-term incentive award target from $2,000,000 to $2,200,000 to bring his total compensation in further alignment with market levels.

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Severance Benefits. In October 2012, Mr. Stockdale’s position with the Company was eliminated. In connection with his departure, Mr. Stockdale became eligible for benefits under the Company’s Executive Severance Policy, which is described under “The Western Union Executive Compensation Program-Severance and Change-in-Control Benefits,” above, and the “Executive Compensation-Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement. In addition, in lieu of notice, the Company agreed to continue Mr. Stockdale’s regular base salary through November 15, 2012.

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(1)

The amounts in these columns represent equity awards granted under The Western Union Company 2006 Long-Term Incentive Plan (the “Long-Term Incentive Plan”). Except as noted below with respect to additional equity awards granted to Mr. Thompson, the amounts reported in these columns for 2012 represent the annual equity grants to the named executive officers under the Long-Term Incentive Plan. The amounts reported in these columns are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The amounts included in the Stock Awards column for the performance-based restricted stock units granted during 2012 are calculated based on the probable satisfaction of the performance conditions for such awards. Assuming the highest level of performance is achieved for these performance-based restricted stock units, the maximum value of these awards at the grant date would be as follows: Mr. Ersek—$11,276,708; Mr. Scheirman—$3,289,065; Mr. Thompson—$1,882,570; Mr. Agrawal—$2,443,327; Mr. Dye—$1,409,614; and Mr. Stockdale—$4,134,803. See Note 16 to the Consolidated Financial Statements included in our Annual Reports on Form 10-K for the years ended December 31, 2012, 2011 and 2010, respectively, for a discussion of the relevant assumptions used in calculating the amounts reported for the applicable year.

(2)	For 2012, the amounts reflect the actual payout received under the applicable annual incentive plan.

(3)	Amounts included in this column for 2012 are set forth by category in the 2012 All Other Compensation Table below.

(4)	For 2012, Mr. Ersek’s salary and retirement plan contributions were denominated in U.S. dollars but were paid to or on behalf of Mr. Ersek in euros, based on a conversion rate that was determined each calendar quarter. The conversion rates 0.76834, 0.76447, 0.79177 and 0.77012 were applied for quarters one, two, three and four, respectively.

(5)	This amount represents a discretionary bonus paid in 2013 with respect to 2012 performance and for retention purposes.

(6)	These amounts include equity awards granted pursuant to the terms of Mr. Thompson’s offer of employment.

(7)	Mr. Dye’s bonus represents a sign on bonus payable pursuant to the terms of Mr. Dye’s offer of employment ($200,000) and a discretionary bonus paid in 2013 with respect to 2012 performance and for retention purposes.

(8)	Mr. Stockdale departed from the Company on October 31, 2012.

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(1)

Amounts in this column include the incremental cost or valuation of relocation expenses for Messrs. Ersek, Thompson, Agrawal and Dye (as described in Footnotes 5, 6, 7 and 8, respectively, to this table), sporting event tickets for each of the executive officers, car service for Mr. Ersek, an annual physical examination, including travel expenses, for certain executives, and gift cards received by Messrs. Ersek, Scheirman, Agrawal, Dye and Stockdale at a Company leadership conference.

(2)	Amounts in this column include tax gross-ups of approximately $70,000, $2,600, $15,700 and $27,300 for Messrs. Ersek, Thompson, Agrawal and Dye, respectively, for certain relocation expenses, as described in Footnotes 5, 6, 7 and 8 to this table.

(3)	Amounts shown in this column represent contributions made by the Company on behalf of each of the named executive officers, except for Mr. Ersek, to the Company’s Incentive Savings Plan and/or the Supplemental Incentive Savings Plan, and contributions made by the Company on behalf of Mr. Ersek to the Company’s defined contribution plan in Austria, the Victoria Volksbanken Pensionskassen AG.

(4)	Amounts shown in this column represent accrued vacation of approximately $30,400, $18,700 and $13,600 paid to Messrs. Scheirman, Agrawal and Dye, respectively, pursuant to changes to the Company's vacation policy. The amount shown for Mr. Stockdale represents approximately $30,300 of accrued vacation paid in connection with his separation from the Company.

(5)	This amount includes approximately $106,700 paid to or on behalf of Mr. Ersek in connection with his relocation from Austria to Colorado. These relocation expenses were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the service provider or Mr. Ersek, as applicable.

(6)	This amount includes approximately $30,600 paid to or on behalf of Mr. Thompson in connection with his relocation from California to Colorado. These relocation expenses were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the service provider or Mr. Thompson, as applicable.

(7)

This amount includes approximately $901,500 paid to or on behalf of Mr. Agrawal in connection with his relocation from Colorado to the United Kingdom, including foreign tax equalization payments ($451,800), a housing allowance ($172,400), dependent education allowance ($84,700), and a cost of living allowance ($53,000). These relocation expenses were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the service provider or Mr. Agrawal, as applicable.

(8)

This amount includes approximately $551,300 paid to or on behalf of Mr. Dye in connection with his relocation from Virginia to Colorado. As part of our relocation program, in 2012, Mr. Dye received assistance with relocation expenses, including travel, shipping household goods, temporary housing and the costs associated with the sale of Mr. Dye’s home in Virginia based on its then current appraised value. Mr. Dye’s relocation benefits were subject to pro rata repayment if Mr. Dye resigned or was terminated by the Company with cause prior to the 12 month anniversary of his start date. These relocation expenses were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the service provider or Mr. Dye, as applicable.

(9)	This amount represents payments made to Mr. Stockdale pursuant to his separation agreement. Please see the “Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement for further information regarding the amount of compensation received or to be received by Mr. Stockdale in connection with his separation.

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(1)

These amounts consist of the target and maximum cash award levels set in 2012 under the Annual Incentive Plan. The amount actually earned by each named executive officer is included in the Non-Equity Incentive Plan Compensation column in the 2012 Summary Compensation Table. Pursuant to the terms of Mr. Stockdale’s separation agreement, Mr. Stockdale received a cash payment equal to his bonus under the Annual Incentive Plan, based on actual performance. Please see “Compensation Discussion and Analysis” for further information regarding the Annual Incentive Plan award.

(2)

These amounts consist of the target and maximum cash award levels set for Mr. Thompson under the Company’s Performance Incentive Plan. Pursuant to the terms of Mr. Thompson’s offer of employment, the actual amount earned was subject to the achievement of the same performance metrics as those established for the Annual Incentive Plan and prorated for the number of days in 2012 that Mr. Thompson performed services for the Company. The actual amount earned by Mr. Thompson is included in the Non-Equity Incentive Plan Compensation column in the 2012 Summary Compensation Table. Please see “Compensation Discussion and Analysis” for further information regarding Mr. Thompson’s Performance Incentive Plan award.

(3)

These amounts represent the threshold, target and maximum performance-based restricted stock units granted under the Long-Term Incentive Plan. For actively employed executives, these performance-based restricted stock units are scheduled to vest on February 23, 2015, subject to the achievement of the threshold performance goals. In connection with his separation from the Company, Mr. Stockdale forfeited this award in its entirety. See “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table” for further information regarding this award.

(4)	This amount represents a new hire grant in the form of restricted stock units granted under the Long-Term Incentive Plan and pursuant to the terms of Mr. Thompson’s offer of employment. Of these restricted stock units, 35,320 vested on October 26, 2012 and the remainder are scheduled to vest in equal installments on April 26, 2014 and April 26, 2015.

(5)	These amounts represent stock options granted under the Long-Term Incentive Plan. For actively employed executives, these options vest in 25% increments on each of the first through fourth year anniversaries of the date of grant. In connection with his separation from the Company, Mr. Stockdale received a prorated portion of this award.

(6)

The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and, in the case of the performance-based restricted stock units, are based upon the probable outcome of the applicable performance conditions. See Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of the relevant assumptions used in calculating the amounts.

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(1)

Grants prior to September 29, 2006 represent option awards granted to the named executive officer under the First Data equity compensation plans that were replaced with substitute Western Union options that were adjusted to preserve the pre-conversion intrinsic value of the First Data options. A portion of these substitute options became fully vested in December 2005 when the First Data Compensation and Benefits Committee accelerated the vesting of all First Data options outstanding under the 2002 First Data Corporation Long Term Incentive Plan in anticipation of the adoption of FASB ASC Topic 718 (previously Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123), Share-Based Payment, in the first quarter of 2006. A portion of the substitute options also vested through the normal passage of time. The remainder of these substitute options became fully vested in September 2007 upon consummation of a change-in-control of First Data.

(2)	The market value of shares or units of stock that have not vested reflects a stock price of $13.61, the closing stock price on December 31, 2012.

(3)

In accordance with the SEC executive compensation disclosure rules, the amounts reported in this column are based on achieving target performance goals for awards granted in 2011 and threshold performance goals for awards granted in 2012. The market value of performance-based restricted stock units that have not vested reflects a stock price of $13.61, the closing stock price on December 31, 2012.

(4)	These options were awarded on April 26, 2012, and vest in 25% increments on each of the first through fourth year anniversaries of the date of grant.

(5)	These options were awarded on February 23, 2012, and vest in 25% increments on each of the first through fourth year anniversaries of the date of grant.

(6)	These options were awarded on September 15, 2011, and vest in 25% increments on each of the first through fourth year anniversaries of the date of grant.

(7)	These options were awarded on February 24, 2011, and vest in 25% increments on each of the first through fourth year anniversaries of the date of grant.

(8)	These options were awarded on November 2, 2010, and vest in 25% increments on each of the first through fourth year anniversaries of September 1, 2010.

(9)	These options were awarded on February 24, 2010, and vest in 25% increments on each of the first through fourth year anniversaries of the date of grant.

(10)	These options were awarded on February 17, 2009, and vest in 25% increments on each of the first through fourth year anniversaries of the date of grant.

(11)	This amount consists of 84,318 restricted stock units that vested on February 17, 2013, 72,917 restricted stock units that vested on February 24, 2013, and 71,634 restricted stock units that are scheduled to vest on September 1, 2013; provided that, Mr. Ersek is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(12)	This amount consists of 25,000 restricted stock units that vested on February 24, 2013.

(13)	This amount consists of 34,281 restricted stock units that are scheduled to vest on April 26, 2014, and 34,281 restricted stock units that are scheduled to vest on April 26, 2015; provided that, in each case, Mr. Thompson is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(14)

This amount consists of 8,300 restricted stock units that vested on February 24, 2013, 5,000 restricted stock units that are scheduled to vest on February 8, 2014, and 9,572 restricted stock units that are scheduled to vest on February 24, 2014; provided that, in each case, Mr. Agrawal is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(15)	This amount consists of 11,353 restricted stock units that are scheduled to vest on November 30, 2013, and 11,353 restricted stock units that are scheduled to vest on November 30, 2014; provided that, in each case, Mr. Dye is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(16)

This amount consists of 143,572 performance-based restricted stock units that are scheduled to vest on February 24, 2014, and 112,542 performance-based restricted stock units that are scheduled to vest on February 23, 2015; provided that, in each case, (i) the applicable performance-based vesting conditions are satisfied and (ii) Mr. Ersek is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(17)

This amount consists of 47,858 performance-based restricted stock units that are scheduled to vest on February 24, 2014, and 32,825 performance-based restricted stock units that are scheduled to vest on February 23, 2015; provided that, in each case, (i) the applicable performance-based vesting conditions are satisfied and (ii) Mr. Scheirman is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(18)	This amount consists of 18,317 performance-based restricted stock units that are scheduled to vest on February 23, 2015; provided that (i) the applicable performance-based vesting conditions are satisfied and (ii) Mr. Thompson is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(19)

This amount consists of 13,036 performance-based restricted stock units that are scheduled to vest on February 24, 2014, and 24,385 performance-based restricted stock units that are scheduled to vest on February 23, 2015; provided that, in each case, (i) the applicable performance-based vesting conditions are satisfied and (ii) Mr. Agrawal is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(20)	This amount consists of 14,068 performance-based restricted stock units that are scheduled to vest on February 23, 2015; provided that (i) the applicable performance-based vesting conditions are satisfied and (ii) Mr. Dye is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy.

(21)	This amount consists of 35,224 performance-based restricted stock units that are scheduled to vest on February 24, 2014; provided that the applicable performance-based vesting conditions are satisfied.

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(1)	These amounts represent deferrals of the named executive officer’s salary and compensation received under the annual incentive plan applicable to each named executive officer and are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the 2012 Summary Compensation Table.

(2)	These amounts are included in the “All Other Compensation” column in the 2012 Summary Compensation Table.

(3)	Amounts in this column include the following amounts that were previously reported in Summary Compensation Table as compensation for 2011 or 2010 (in $000s): Mr. Scheirman—$128.4, Mr. Agrawal—$35.2 and Mr. Stockdale—$207.8.

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•	Acquisition by a person or entity of 35% or more of either the outstanding shares of the Company or the combined voting power of such shares, with certain exceptions;

•	An unapproved change in a majority of the Board members; and

•	Certain corporate restructurings, including certain mergers, dissolution and liquidation.

•

Effective for senior executives hired before February 24, 2011, a severance payment equal to the senior executive’s base pay plus target bonus for the year in which the termination occurs, multiplied by two. Effective for senior executives hired on and after February 24, 2011, a senior executive who has been employed by the Company for 12 months or less shall receive a severance payment equal to the sum of the senior executive’s base pay and target bonus for the year in which termination occurs and, for every month employed in excess of 12 months, the senior executive shall receive an additional severance payment equal to a pro rata portion of the severance pay, up to a maximum severance payment equal to the senior executive’s base pay plus target bonus for the year in which the termination occurs, multiplied by two.

•

A cash payment equal to the lesser of the senior executive’s prorated bonus under the Annual Incentive Plan for the year in which the termination occurs or the maximum bonus which could have been paid to the senior executive under the Annual Incentive Plan for the year in which the termination occurs, based on actual Company performance during such year. No bonus will be payable unless the Compensation Committee certifies that the performance goals under the Annual Incentive Plan have been achieved for the year in which the termination occurs (except for eligible terminations following a change-in-control).

•	Provided that the senior executive properly elects continued health care coverage under applicable law, a lump sum payment equal to the difference between active employee premiums and continuation coverage premiums for eighteen months of coverage.

•	At the discretion of the Compensation Committee, outplacement benefits may be provided to the executive.

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•

All awards made pursuant to our Long-Term Incentive Plan, including those that are performance-based, generally will become fully vested and exercisable if a senior executive is involuntarily terminated without cause, or terminates for good reason, within twenty-four months following a change-in-control. The right to exercise stock options will continue for twenty-four months (thirty-six months in the case of the Chief Executive Officer) after the senior executive’s termination (but not beyond their original terms).

•

If a senior executive is involuntarily terminated without cause and no change-in-control has occurred, awards granted pursuant to our Long-Term Incentive Plan (other than most “career share” grants) generally will vest on a prorated basis based on the period from the grant date to the termination date and stock options will remain exercisable until the end of severance period under the Executive Severance Policy, but not beyond the stock options’ original terms. “Career shares” are time-based restricted share units that become 100% vested on the fourth anniversary of their grant date that were previously granted to certain executives as additional retention awards. Generally, “career shares” are forfeited upon a termination for any reason.

•	With respect to executives not eligible to receive tax gross-ups, benefits triggered by a change-in-control are subject to an automatic reduction to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code in the event such reduction would result in a better after-tax result for the executive.

•

For individuals who were senior executives on or before April 30, 2009, if benefits payable after a change-in-control exceed 110% of the maximum amount of such benefits that would not be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, an additional cash payment in an amount that, after payment of all taxes on such benefits (and on such amount), provides the senior executive with the amount necessary to pay such tax. (If the benefits so payable do not exceed such 110% threshold, the amount thereof will be reduced to the maximum amount not subject to such excise tax.)

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(1)	Under the Executive Severance Policy, following a change-in-control, an eligible executive will become entitled to severance benefits if he or she is involuntarily terminated by the Company other than on account of death, disability or for cause or terminates his or her own employment voluntarily for good reason within 24 months after the date of the change-in-control.

(2)

Amounts in this column represent severance payments equal to the named executive officer’s bonus for 2012 plus two times the sum of the named executive officer’s base salary and target bonus, with the exceptions of Messrs. Thompson and Dye, who commenced employment after February 24, 2011. In accordance with the Executive Severance Policy (i) the amount for Mr. Thompson represents payments equal to the sum of his base salary and target bonus for the current year and (ii) the amount for Mr. Dye represents payments equal to 1.2 times his base salary and target bonus for the current year.

(3)	Amounts in this column represent a lump sum cash payment equal to the product of (i) the difference in cost between the named executive officer’s actual health premiums and COBRA health premiums as of December 31, 2012 and (ii) 18, the number of months of continuing COBRA coverage.

(4)

Amounts in this column reflect tax gross-up calculations assuming a blended effective tax rate of approximately 40% and a 20% excise tax incurred on excess parachute payments, as calculated in accordance with Internal Revenue Code Sections 280G and 4999. The equity is valued using a closing stock price of $13.61 on December 31, 2012. Pursuant to the terms of the Executive Severance Policy, Messrs. Thompson, Agrawal and Dye are not eligible to receive tax-gross up payments following a change-in-control.

(5)

Amounts in these columns reflect the long-term incentive awards to be received upon a termination or a change-in-control calculated in accordance with the Executive Severance Policy and the Long-Term Incentive Plan. In the case of stock grants, the equity value represents the value of the shares (determined by multiplying the closing price of $13.61 per share on December 31, 2012 by the number of unvested shares of restricted stock that would vest upon a change-in-control or following termination, death or disability) plus the value of related dividend equivalents credited to the account of each named executive officer. In the case of option awards, the equity value was determined by multiplying (i) the spread between the exercise price and the closing price of $13.61 per share on December 31, 2012 and (ii) the number of unvested option shares that would vest following termination, death, disability or upon a change-in-control. The calculation with respect to unvested long-term incentive awards reflects the following additional assumptions under the Executive Severance Policy and the Long-Term Incentive Plan:

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•	The mix of fixed versus variable pay;

•	The performance metrics to which pay is tied;

•	Whether the pay opportunity is capped;

•	The timing of payout;

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•	Whether “clawback” adjustments are permitted;

•	The use of equity awards; and

•	Whether stock ownership guidelines apply.

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•	holding our executives accountable and rewarding them for successful results;

•	aligning our executives’ goals with our stockholders’ interests; and

•	attracting, retaining, and motivating outstanding executive talent around the world, suited to the Company’s unique nature and structure.

•	close linkage between long-term incentive awards and the achievement of strategic and financial goals;

•	emphasis on the appropriate mix of compensation elements, including current versus long-term compensation and cash versus equity-based compensation;

•	no tax gross-ups for severance payments resulting from a change-in-control of the Company for new executives;

•	a policy that allows the Company to recapture incentive payments paid to an executive who engages in financial misconduct; and

•	stock ownership requirements for executives designed to align executives’ interests with those of our stockholders.

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•

It is not clear when a contribution would be sufficiently incongruent with Company values such that it would require identification in the proposed report. On the one hand, the Company strives to always make contributions that are in line with its corporate values. On the other, the Company recognizes that any one individual political candidate may be, on the whole, supportive of the Company’s policy values but may also hold one or more positions with which the Company does not agree. The proposal does not provide any meaningful guidance on how the Company should determine “issue[s] of incongruency.”

•

We continuously evaluate our support of office-holders, industry groups, and other associations to focus on key supporters of initiatives of value to the interests of Western Union and its stockholders, recognizing that it is impractical to identify every relevant issue or candidate, and unrealistic to expect that the Company or its stockholders will agree with every issue that a politician may have supported. We believe that it is best to focus our expenditures on candidates and organizations that can best support our public policy priorities, including those that enable us to continue to increase stockholder value. We do so recognizing that we may not be aligned 100% with every position supported by those candidates or organizations on all policy matters. Likewise, given how issues and positions can develop and shift rapidly during a year, we believe that it is important that we maintain the flexibility to analyze and respond to issues so that we can make decisions that are in the best interests of the Company and our stockholders.

•	We believe that participating in the political process in a transparent manner is an important way to enhance stockholder value and promote good corporate citizenship. We do not believe, however, that implementing a quarterly report on our political activity would provide stockholders with any more meaningful information than is already available.

•	Disclosure of the Company’s rationale for political contributions could disclose sensitive information regarding the Company’s business plans and strategies and, as a result, is not in the best interests of the Company’s stockholders.

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(1)

Includes 4,798,209 restricted stock units, performance-based restricted stock units, deferred stock units, and bonus stock units that were outstanding on December 31, 2012 under The Western Union Company 2006 Long-Term Incentive Plan and The Western Union Company 2006 Non-Employee Director Equity Compensation Plan. Restricted stock unit awards, deferred stock unit awards and bonus stock units may be settled only for shares of Common Stock on a one-for-one basis. The number included for performance-based restricted stock units reflect grant date units awarded. Assuming maximum number payout for performance-based restricted stock units that have not completed the required performance period, the number of securities to be issued would increase by 1,166,898. Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for further information regarding the 2012 performance-based restricted stock units, including the performance metrics applicable to such awards.

(2)	Only option awards were used in computing the weighted-average exercise price.

(3)

This amount represents shares of Common Stock available for issuance under The Western Union Company 2006 Long-Term Incentive Plan and The Western Union Company 2006 Non-Employee Director Equity Compensation Plan. Awards available for grant under The Western Union Company 2006 Long-Term Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, bonus stock units, performance grants, and any combination of the foregoing awards. Awards available for grant under The Western Union Company 2006 Non-Employee Director Equity Compensation Plan include non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock units, and any combination of the foregoing awards.

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(1)

The number of shares held and percentage of outstanding shares were obtained from the holder’s Amendment No. 2 to Schedule 13G filing with the Securities and Exchange Commission dated February 4, 2013, which reports ownership as of December 31, 2012. The Schedule 13G filing indicates that the holder had sole power to vote or direct the vote of, and sole power to dispose of or direct the disposition of 41,456,250 shares, and shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, no shares.

(2)

The number of shares reported includes shares covered by options that are exercisable within 60 days of April 1, 2013 as follows: Mr. Agrawal, [ ]; Mr. Devitre, [ ]; Mr. Dye, [ ]; Mr. Ersek, [ ]; Mr. Greenberg, [ ]; Mr. Goodman, [ ]; Ms. Holden, [ ]; Ms. Fayne Levinson, [ ]; Mr. Mendoza, [ ]; Mr. Miles, [ ]; Mr. von Schimmelmann, [ ]; Mr. Scheirman, [ ]; Mr. Stockdale, [ ]; Mr. Thompson, [ ]; Mr. Trujillo, [ ]; all directors and executive officers as a group, [ ].

(3)	Mr. Stockdale departed from the Company on October 31, 2012.

(4)	Does not include Mr. Stockdale as he is no longer employed by the Company.

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•	the size of the transaction and the amount payable to a related person;

•	the nature of the interest of the related person in the transaction;

•	whether the transaction may involve a conflict of interest; and

•	whether the transaction involves the provision of goods or services to the Company that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties.

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