X0202 4 2008-04-28 0001101215 ALLIANCE DATA SYSTEMS CORP ADS 0001158371 HEFFERNAN EDWARD J 17655 WATERVIEW PARKWAY DALLAS TX 75252-8012 0 1 0 0 EVP, Chief Financial Officer Common Stock 2008-04-28 4 A 0 102752 A 176059 D Common Stock 2008-04-28 4 A 0 84070 A 260129 D The new grant is for 102,752 shares of common stock represented by performance-based restricted stock units. The restrictions may lapse on 33,908 shares in each of February 2009 and February 2010, and on 34,936 shares in February 2011 contingent on meeting a corporate operating cash flow target for each of the 2008, 2009 and 2010 performance periods. The restrictions may lapse on any unvested units in February 2011 based on a cumulative three-period corporate operating cash flow target. The new grant is for 84,070 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 27,743 shares in each of February 2009 and February 2010, and on 28,584 shares in February 2011. The grant for 12,235 time-based restricted stock units awarded on 12/21/07 was cancelled on 4/28/08 for no value. Leigh Ann K. Epperson, Attorney in Fact 2008-04-29