First Amendment to Agreement and Plan of Merger

EXHIBIT 2.2

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This FIRST AMENDMENT to the AGREEMENT AND PLAN OF MERGER, (this “Amendment”) is made this 29th day of October, 2004, by and among ADS Alliance Data Systems, Inc., a Delaware corporation (“Acquiror”), Everest Nivole, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), The Relizon e-CRM Company, a Delaware corporation (the “Company”), Relizon Holdings, LLC, a Delaware limited liability company (“Holdings”), and Alliance Data Systems Corporation, a Delaware corporation (“Parent”), solely in its capacity as guarantor of the obligations of Acquiror and Merger Sub.

RECITALS

     WHEREAS, Acquiror, Merger Sub, the Company, Holdings and Parent have entered into that certain Agreement and Plan of Merger, dated as of October 8, 2004 (the “Merger Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement); and

     WHEREAS, Acquiror, Merger Sub, the Company, Holdings and Parent desire to modify the Merger Agreement as hereinafter provided.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

     SECTION 1 Amendments.

          (a)      Section 1.1 of the Merger Agreement is hereby amended by deleting the definition of “Applicable Percentage” set forth in Section 1.1 of the Merger Agreement and replacing such definition with the following:

          (b)      The first sentence of Section 2.1(d) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:

          (c)      The second sentence of Section 2.2(b) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:

          (d)      The second sentence of Section 2.5(e) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:

          (e)      Schedule 2.5 to the Merger Agreement is hereby amended in its entirety by replacing such Schedule with Schedule 2.5 attached hereto.

          (f)      Schedule 3.3 to the Merger Agreement is hereby amended in its entirety by replacing such Schedule with Schedule 3.3 attached hereto.

          (g)      Schedule 3.10 to the Merger Agreement is hereby amended in its entirety by replacing such Schedule with Schedule 3.10 attached hereto.

          (h)      Annex A to the Merger Agreement is hereby amended in its entirety by replacing such Annex with Annex A attached hereto.

          (i)      Annex C to the Merger Agreement is hereby amended in its entirety by replacing such Annex with Annex C attached hereto.

          (j)      Annex D to the Merger Agreement is hereby amended in its entirety by replacing such Annex with Annex D attached hereto.

          (k)     Any and all conforming changes to the Annexes and Schedules to the Merger Agreement which may be necessary by reason of the foregoing amendments are hereby deemed to have been made.

     SECTION 2. Effect of Amendment. Except as expressly amended by this Amendment, the Merger Agreement shall remain in full force and effect as the same was in effect immediately prior to the

effectiveness of this Amendment. All references in the Merger Agreement to “this Agreement” shall be deemed to refer to the Agreement as amended by this Amendment.

     SECTION 3. Descriptive Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.

     SECTION 4. Counterparts; Effectiveness. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. This Amendment shall become effective when each party hereto shall have received counterparts thereof signed by all the other parties hereto.

     SECTION 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the choice of laws provisions thereof.

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     IN WITNESS WHEREOF the parties have hereunto caused this Amendment to be duly executed as of the date first above written.