Exhibit h(3)
FORM OF
CONSENT TO TRANSACTION
First Data Corporation ("FDC") and PNC Bank Corp. ("PNC") have entered
into a definitive agreement pursuant to which FDC will sell its wholly-owned
subsidiary, First Data Investor Services Group, Inc. ("FDISG") to PNC's
wholly-owned subsidiary, PFPC Worldwide, Inc. ("PFPC") or another wholly-owned
affiliate of PNC (the "Transaction"). The Transaction is expected to close in
the fourth quarter of 1999 (the "Closing Date").
Reference is made to the Agreements listed on Exhibit A and all
amendments and supplements thereto (collectively, the "Agreement(s)") between
FDISG and the below named company or companies (the "Company") pursuant to which
FDISG provides certain services to the Company. Under the terms of the
Agreements, the consent of the Company is required in the event of a change of
control of FDISG such as described in the first paragraph above.
The undersigned, a duly authorized officer of the Company, xxxxxx
agrees and consents to the change of control of FDISG as contemplated by the
Transaction, waives any rights arising under the Agreement(s) as a result of, or
in connection with, the Transaction and acknowledges and agrees that upon the
Closing Date the Agreement(s) shall, subject to the foregoing waiver, remain in
full force and effect pursuant to its terms as in effect immediately prior to
the Closing Date.
ABN AMRO Fund Services Inc.
By: ____________________
Name: ____________________
Title: ____________________
Date: ____________________
