8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 12, 2010

MoneyGram International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-31950	16-1690064
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1550 Utica Avenue South, Suite 100, Minneapolis, Minnesota		55416
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 952-591-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 12, 2010, upon recommendation of the Human Resources and Nominating Committee, the Board of Directors of MoneyGram International, Inc. (the "Corporation") approved the following;

• MoneyGram International, Inc. Deferred Compensation Plan, as amended and restated April 12, 2010 (the "Deferred Compensation Plan"). The Deferred Compensation Plan was amended to: (i) discontinue future deferrals of eligible compensation effective April 1, 2010; (ii) allow the Human Resources and Nominating Committee discretion to change the Deferred Compensation Plan’s interest rate; and (iii) deferral accounts with stock unit balances will convert to cash as of April 1, 2010. A copy of the MoneyGram International, Inc. Deferred Compensation Plan, as amended and restated April 12, 2010, is filed herewith as Exhibit 10.1.

• 2005 Deferred Compensation Plan for Directors of MoneyGram International, Inc., as amended and restated April 12, 2010 (the "2005 Director Deferred Compensa tion Plan"). The 2005 Director Deferred Compensation Plan was amended to: (i) allow the Human Resources and Nominating Committee discretion to change the Deferred Compensation Plan’s interest rate; (ii) deferral accounts with stock unit balances will convert to cash as of April 1, 2010; and (iii) terminate the 2005 Director Deferred Compensation Plan to allow accounts to be fully distributed after May 1, 2011. A copy of the 2005 Deferred Compensation Plan for Directors of MoneyGram International, Inc., as amended and restated April 12, 2010, is filed herewith as Exhibit 10.2.

• Deferred Compensation Plan for Directors of MoneyGram International, Inc., as amended and restated April 12, 2010 (the "2004 Director Deferred Compensation Plan"). The 2004 Director Deferred Compensation Plan was amended to: (i) allow the Human Resources and Nominating Committee discretion to change the Deferred Compensation Plan’s interest rate; (ii) deferral accounts with stock unit balances will c onvert to cash as of April 1, 2010; and (iii) allow lump sum distributions of small account balances upon resignation from the Corporation’s Board of Directors. A copy of the Deferred Compensation Plan for Directors of MoneyGram International, Inc., as amended and restated April 12, 2010, is filed herewith as Exhibit 10.3.

Item 8.01 Other Events.

On April 13, 2010, the Corporation issued a press release announcing that four new independent candidates would stand for election, together with five non-independent incumbents, to the Corporation’s Board of Directors at its Annual Stockholder’s Meeting on May 26, 2010. A copy of the press release dated April 13, 2010 is furnished herewith as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MoneyGram International, Inc.
April 14, 2010	By:	/s/ Steven Piano
		Name: Steven Piano
		Title: Executive Vice President, Human Resources and Corporate Services

Exhibit Index

Exhibit No.	Description
10.1	MoneyGram International, Inc. Deferred Compensation Plan, as amended and restated April 12, 2010
10.2	2005 Deferred Compensation Plan for Directors of MoneyGram International, Inc., as amended and restated April 12, 2010
10.3	Deferred Compensation Plan for Directors of MoneyGram International, Inc., as amended and restated April 12, 2010
99.1	Press Release dated April 13, 2010

EX-10.1

Exhibit 10.1

MONEYGRAM INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN

As Amended and Restated on April 12, 2010,
But Effective April 1, 2010

MONEYGRAM INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated on April 12, 2010
But Effective April 1, 2010

TABLE OF CONTENTS

Page

APPENDIX A —
PLAN RULES AFFECTING MONEYGRAM INTERNATIONAL, INC. PARTICIPANTS IN
VIAD CORP DEFERRED COMPENSATION
A-1

MONEYGRAM INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated on April 12, 2010
But Effective April 1, 2010

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. Statement of Plan.

1.1.1. History. This Plan is a nonqualified, unfunded deferred compensation plan known as the “MONEYGRAM INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN.” The Plan was originally named the “MONEYGRAM INTERNATIONAL, INC. SUPPLEMENTAL 401(k) PLAN” and was first established January 1, 2006 by MONEYGRAM INTERNATIONAL, INC. (hereinafter sometimes referred to as “MGI”) and certain affiliated corporations (together with MGI hereinafter sometimes collectively referred to as the “Employers” and separately as the “Employer”) to permit eligible employees to defer Compensation and receive matching credits with respect to such deferrals. At the time this Plan was established, another nonqualified, unfunded deferred compensation plan known as the “MONEYGRAM INTERNATIONAL, INC. SUPPLEMENTAL PROFIT SHARING PLAN,” which provided eligible employees with supplemental profit sharing credits, was merged with and continues to be operated under the terms of this Plan. Effective February 16, 2006, MGI amended and restated the Plan to permit eligible employees to elect to defer certain Incentive Pay and receive matching credits with respect to such deferrals, and the Plan was renamed as the “MONEYGRAM INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN.” Effective November 16, 2006, the Plan was amended and restated to permit each Participant to make separate elections as to the form of payment upon Termination of Employment with respect to such Participant’s Compensation Deferral Account, Incentive Pay Deferral Account and Profit Sharing Account. Effective as of May 9, 2007, the Plan was amended and restated by the addition of Appendix A attached hereto to apply exclusively to the deferred compensation obligations under the Viad Corp Deferred Compensation Plan assumed in connection with the spin off of MGI by Viad Corp. Such obligations are now a part of, and governed under the terms of, the Plan and Appendix A. Effective August 16, 2007, the Plan was amended and restated to make modifications required by Section 409A of the Code (as defined below). Effective April 1, 2010, the Plan is hereby amended and restated as described below:

(a) Effective April 1, 2010, no further Participants shall be admitted to this Plan.

(b) Effective April 1, 2010, the Employer shall no longer accept elections to defer Compensation or Incentive Pay under this Plan.

(c) Effective April 1, 2010, the Employer shall no longer make matching credits or supplemental profit sharing credits under this Plan.

(d) Effective April 1, 2010, the Viad Accounts described in Appendix A that are credited with stock units representing MGI Common Stock, shall be converted to the cash value of such stock units based on the per share closing price of the Common Stock on the New York Stock Exchange on April 1, 2010 as reported in the consolidated transaction reporting system. Thereafter, such Viad Accounts shall be increased (or decreased) for earnings, gains or losses based on one or more investment options in which such accounts are deemed invested in accordance with Section 4.3 of the Plan.

1.1.2. Purpose. MGI established this nonqualified, unfunded, deferred compensation plan which contains three components:

(a) the first component allowed a select group of management and highly compensated employees whose elective Pre-Tax Deferrals for a Plan Year under the MoneyGram International, Inc. 401(k) Plan are expected to be limited under section 402(g) of the Code to defer the receipt of Compensation which would otherwise be paid to those employees, and to receive matching credits with respect to such deferrals;

(b) the second component allowed a select group of management and highly compensated employees whose Profit Sharing Contribution for a Plan Year under the MoneyGram International, Inc. 401(k) Plan was reduced by sections 401(a)(17) and 415 of the Code or any other legal limitations to receive a supplemental profit sharing credit under this Plan; and

(c) the third component allowed a select group of management and highly compensated employees to defer receipt of Incentive Pay which would otherwise be paid to those employees, and receive matching credits with respect to such deferrals.

1.2. Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.2.1. Account — the separate bookkeeping account representing the separate unfunded and unsecured general obligation of the Employers established with respect to each person who is a Participant in this Plan in accordance with Section 2 and to which is credited the amounts specified in Section 3 and Section 4, which will vest in accordance with Section 5 and from which are subtracted payments made pursuant to Section 6 and Section 7. Each separate bookkeeping account shall be comprised of the following sub-accounts:

(a) Compensation Deferral Account — the bookkeeping account representing the Participant’s Compensation deferred, if any, along with any matching credits made thereon, as adjusted for earnings, gains or losses.

(b) Incentive Pay Deferral Account — the bookkeeping account representing the Participant’s Incentive Pay deferred, if any, along with any matching credits made thereon, as adjusted for earnings, gains or losses.

(c) Profit Sharing Account — the bookkeeping account representing the Participant’s Profit Sharing credits, if any, as adjusted for earnings, gains or losses.

1.2.2. Affiliate — a business entity which is affiliated in ownership with MGI that is recognized as an Affiliate by MGI for the purposes of this Plan.

1.2.3. Annual Deferral Amount — an entry on the records of the Employers equal to the following amounts deferred in any one Plan Year equal to:

(a) with respect to a Participant in the Compensation deferral component of the Plan, that portion of a Participant’s Compensation that a Participant elects to defer for the Plan Year, along with any matching credits made thereon; and

(b) with respect to a Participant in the Incentive Pay deferral component of the Plan, that portion of a Participant’s Incentive Pay that a Participant elects to defer for a performance period and which is credited to the Plan during a Plan Year, along with any matching credits made thereon.

The Annual Deferral Amount shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts credited to a Participant’s Account.

1.2.4. Beneficiary — a person designated in accordance with Section 7.4 to receive all or a part of the Participant’s Account in the event of the Participant’s death prior to full distribution thereof. A person so designated shall not be considered a Beneficiary until the death of the Participant.

1.2.5. Chief Executive Officer — the chief executive officer of MGI.

1.2.6. Code — the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.7. Common Stock — common stock of MGI.

1.2.8. Compensation — Compensation as defined under the MoneyGram International, Inc. 401(k) Plan; provided, however, that Compensation for purposes of this Plan shall be determined without regard to limitations imposed under section 401(a)(17) of the Code. Performance-based pay (as that term is defined under section 409A of the Code and regulations thereunder) shall be excluded from Compensation.

1.2.9. Disability — a medically determinable physical or mental impairment which: (i) renders the individual incapable of performing any substantial gainful employment, (ii) can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by MGI. In lieu of such a certification, a Participant shall be considered disabled if the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s Employer.

1.2.10. Effective Date — the date this restated Plan document is adopted by the Board of Directors of MGI.

1.2.11. Employers — MGI and each business entity affiliated with MGI that employs persons who are designated for participation in this Plan (collectively the “Employers” and separately the “Employer”).

1.2.12. ERISA — the Employee Retirement Income Security Act of 1974, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.13. Event of Maturity — any of the occurrences described in Section 6 by reason of which a Participant or Beneficiary may become entitled to a distribution from this Plan.

1.2.14. HRN Committee — the Human Resources and Nominating Committee of the Board of Directors of MGI (or any successor committee).

1.2.15. Incentive Pay — any performance-based cash compensation, other than Compensation, earned by a Participant under any Employer’s annual or long-term incentive plans for services rendered during a performance period of at least 12 months, as specified and approved by the HRN Committee in its sole discretion (in accordance with Section 409A of the Code and related guidance).

1.2.16. MGI — MoneyGram International, Inc. and any successor thereto.

1.2.17. Participant — an employee of an Employer who is designated as eligible to participate in this Plan and becomes a Participant in this Plan in accordance with the provisions of Section 2. An employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date of the Participant’s death or, if earlier, the date when the Participant is no longer employed by an Employer or an Affiliate and upon which the Participant no longer has any Account under this Plan (that is, the Participant has received a distribution of all of the Participant’s Account).

1.2.18. Plan — the nonqualified, income deferral program maintained by MGI established for the benefit of Participants eligible to participate therein, as set forth in the Plan Statement. (As used herein, “Plan” does not refer to the documents pursuant to which this Plan is maintained. That document is referred to herein as the “Plan Statement”). The Plan shall consist of three parts: (i) the “Compensation deferral” component consisting of elective deferrals of Compensation and matching credits with respect to such deferrals, if applicable; (ii) the “supplemental profit sharing” component consisting of supplemental profit sharing credits made with respect to one or more Participants; and (iii) the “Incentive Pay deferral” component consisting of deferrals of Incentive Pay and matching credits with respect to such deferrals, if applicable. All parts together constitute the Plan and shall be referred to as the “MONEYGRAM INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN.”

1.2.19. Plan Statement — this document entitled “MONEYGRAM INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN” as adopted by the Board of Directors of MGI (based upon recommendation by the HRN Committee), as the same may be amended from time to time thereafter.

1.2.20. Plan Year — the twelve (12) consecutive month period ending on any December 31.

1.2.21. Scheduled Distribution — the scheduled, in-service distribution set forth in Section 7.1.

1.2.22. Termination of Employment — a complete severance of an employee’s employment relationship with the Employers and all Affiliates, if any, for any reason. A transfer from employment with an Employer to employment with an Affiliate of an Employer shall not constitute a Termination of Employment. A transfer from full-time employment to employment on a part-time basis shall not constitute a Termination of Employment. If an Employer who is an Affiliate ceases to be an Affiliate because of a sale of substantially all the stock or assets of that Employer, then Participants who are employed by that Employer shall be deemed to have thereby had a Termination of Employment for the purpose of commencing distributions from this Plan. Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service”, as defined under section 409A of the Code and related guidance thereunder.

1.2.23. Unforeseeable Emergency — a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

1.2.24. Valuation Date — the last day of each calendar quarter of the Plan Year, and such other dates as may be specified by MGI.

SECTION 2

PARTICIPATION

2.1. Eligibility to Participate. In all cases, an employee selected for participation under this Section 2 shall be a member of a select group of management or highly compensated employees (as that expression is used in ERISA). Such employee shall as a condition of participation in this Plan complete such forms as MGI may require for the effective administration of this Plan. Effective April 1, 2010, no further Participants shall be admitted to this Plan.

2.2. Enrollment for Elective Deferrals.

2.2.1. Compensation Deferrals. Effective April 1, 2010, the Employer shall no longer accept elections to defer Compensation.

2.2.2. Incentive Pay Deferrals. Effective April 1, 2010, the Employer shall no longer accept elections to defer Incentive Pay.

2.2.3. Election As to Time and Form of Payment. In connection with the Participant’s initial enrollment in any one of the three components of the Plan, the Participant was required to elect the form in which his or her Compensation Account, Incentive Pay Account or Profit Sharing Account (as the case may be) shall be paid upon such Participant’s Termination of Employment (to the extent not previously distributed as a Scheduled Distribution). The Participant was permitted to elect to receive such Account at Termination of Employment in the form of a lump sum or pursuant to an annual installment method of up to five (5) years (in accordance with Section 7). In addition, in connection with each election to defer an Annual Deferral Amount, the Participant was permitted to elect whether to receive all or a portion of his or her Annual Deferral Amount as a Scheduled Distribution. An election as to the time and form of payment, once accepted by the Employer and made effective, may not be changed. Notwithstanding the foregoing, in the case of each individual who is a Participant in a component of the Plan as of the date of adoption of this restatement and who previously made an election under this Section 2.2.3, such Participant was permitted to modify his or her prior payment election if such modification was made on or before December 31, 2006 and complies in all respects with the election timing requirements of Section 409A of the Code (and regulations and other guidance issued thereunder).

SECTION 3

CREDITS TO ACCOUNTS

3.1. Elective Deferral Credits. Effective April 1, 2010, the Employer shall no longer accept elections to defer Compensation or Incentive Pay under this Plan.

3.2. Matching Credits. Effective April 1, 2010, the Employer shall no longer make matching credits under this Plan.

3.3. Supplemental Profit Sharing Credits. Effective April 1, 2010, the Employer shall no longer make supplemental profit sharing credits under this Plan.

SECTION 4

ADJUSTMENT OF ACCOUNTS

4.1. Establishment of Accounts. There shall be established for each Participant unfunded, bookkeeping Accounts which shall be adjusted each Valuation Date.

4.2. Adjustments of Accounts. From time to time but not less frequently than each Valuation Date, MGI shall cause the value of each Account or portion of an Account to be increased (or decreased) from time to time for distributions, credits (including any earnings, gains or losses thereon) and expenses, if any, charged to the Account.

4.3. Investment Adjustments. The HRN Committee may designate from time to time one or more investment options in which Accounts may be deemed invested. Such deemed investment options may include any investment which the HRN Committee deems appropriate, including, but not limited to, fixed interest credits, notional mutual fund(s), an investment index, or no investment adjustment at all. The HRN Committee shall have the sole discretion to determine the number of deemed investment options to be designated hereunder and the nature of the options and may change or eliminate the investment options from time to time. The HRN Committee shall adopt rules specifying the deemed investment options, the circumstances under which a particular option may be elected (or shall be automatically utilized), the minimum or maximum percentages which may be allocated to the investment option, the procedures (if any) for Participants making or changing elections, the extent (if any) to which beneficiaries of deceased Participants may make investment elections and the effect of a Participant’s or beneficiary’s failure to make an effective investment election with respect to all or any portion of an Account.

SECTION 5

VESTING OF ACCOUNTS

The Account of each Participant shall be fully (100%) vested and nonforfeitable at all times. Notwithstanding the foregoing, if MGI determines in its discretion that a Participant has improperly received a credit under this Plan for any reason (including, but not limited to, an erroneous calculation or other mistake of fact, or on account of a restatement of earnings), the Account shall be reduced by the amount of the improper credit.

SECTION 6

MATURITY

The vested portion of a Participant’s Account shall mature and shall become distributable in accordance with Section 7 upon the earliest occurrence of any of the following events:

(a) the Participant incurs a Termination of Employment;

(b) the Participant dies; and

(c) the Participant incurs a Disability.

SECTION 7

DISTRIBUTIONS

7.1. Scheduled Distributions.

7.1.1. Scheduled Distributions of Compensation Deferrals and Matching Credits. In connection with each election to defer Compensation, a Participant may irrevocably elect to receive a Scheduled Distribution. The Scheduled Distribution shall be a lump sum payment in an amount that is equal to the portion of the Annual Deferral Amount (i.e., the Compensation deferral plus any matching credits thereon for such Plan Year, if any) the Participant elected to have distributed as a Scheduled Distribution, plus amounts credited or debited in the manner provided in Section 4 on that amount, calculated as of the Valuation Date immediately preceding the date on which the Scheduled Distribution becomes payable. Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a sixty (60)-day period commencing immediately after the first day of any Plan Year designated by the Participant. The Plan Year designated by the Participant must be at least three (3) Plan Years after the end of the Plan Year to which the Participant’s deferral election relates. By way of example, if a Scheduled Distribution is elected for Compensation deferred for the Plan Year commencing January 1, 2006, the earliest Scheduled Distribution could become payable during a sixty (60)-day period commencing January 1, 2010.

7.1.2. Scheduled Distributions of Incentive Pay Deferrals and Matching Credits. In connection with each election to defer Incentive Pay, a Participant may irrevocably elect to receive a Scheduled Distribution. The Scheduled Distribution shall be a lump sum payment in an amount that is equal to the portion of the Annual Deferral Amount (i.e., the Incentive Pay deferral credited during a Plan Year, plus any matching credits thereon, if any) the Participant elected to have distributed as a Scheduled Distribution, plus amounts credited or debited in the manner provided in Section 4 on that amount, calculated as of the Valuation Date immediately preceding the date on which the Scheduled Distribution becomes payable. Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a sixty (60)-day period commencing immediately after the first day of any Plan Year designated by the Participant. The Plan Year designated by the Participant must be at least three (3) Plan Years after the end of the Plan Year during which the Incentive Pay deferral is actually credited to the Plan. By way of example, if a Scheduled Distribution is elected for Incentive Pay deferrals that are credited in the Plan Year commencing January 1, 2006, the earliest Scheduled Distribution could become payable during a sixty (60)-day period commencing January 1, 2010.

7.1.3. Event of Maturity Takes Precedence Over Scheduled Distributions. If an Event of Maturity occurs that triggers payment under Section 7.3, any Scheduled Distribution elections outstanding but unpaid shall not be paid in accordance with this Section 7.1, but shall be paid in accordance with Section 7.3. Notwithstanding the foregoing, the HRN Committee shall interpret this Section 7.1.3 in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

7.2. Hardship Withdrawals. A Participant who has not incurred an Event of Maturity but who has incurred an Unforeseeable Emergency may request a withdrawal from such Participant’s Account. In the event that MGI, upon written petition of the Participant, determines in his or her sole discretion that the Participant has suffered an Unforeseeable Emergency, the Employer shall distribute to the Participant as soon as reasonably practicable following such determination, an amount, not in excess of the value (based on the immediately preceding Valuation Date) of the Participant’s Account, necessary to satisfy the emergency. Immediately upon the distribution, such Participant’s deferral agreement shall be cancelled in accordance with Section 2.2.

7.3. Payment Upon Event of Maturity.

7.3.1. Time of Payment. Upon the occurrence of an Event of Maturity effective as to a Participant, payment of such Participant’s entire Account balance (reduced by the amount of any applicable payroll, withholding and other taxes) shall commence in the form designated under Section 7.3.2 below. Distribution shall not be made to any Beneficiary until MGI has determined that the Beneficiary is entitled to payment. Notwithstanding the foregoing, where payment under this Section 7 is made to any “Specified Employee” (as defined in MGI’s Policy Defining Specified Employees) on account of Termination of Employment, such payment shall commence no earlier than six (6) months following a Termination of Employment (or upon the death of the Specified Employee, if earlier) if required to comply with section 409A of the Code.

7.3.2. Form of Payment. If a Participant’s Compensation Account, Incentive Pay Account or Profit Sharing Account, as applicable, becomes distributable by reason of one of the Events of Maturity listed in Section 6, distribution of the Participant’s entire Account balance shall be made in a single lump sum; provided, however, that if the Event of Maturity is the Participant’s Termination of Employment, distribution shall be made: (i) in a single lump sum, or (ii) in annual installments over a period not to exceed five (5) years, in accordance with such Participant’s initial enrollment election under Section 2.2 (on forms furnished and filed with MGI). In the event no election is made by the Participant, payment shall be made in a single lump sum. For purposes of this Section 7.3.2, the following rules shall apply:

(a) Lump sum distributions shall be valued as soon as administratively practicable (but in no event more than ninety (90) days) following the Valuation Date coincident with or next following the Participant’s Event of Maturity (or in the case of a Specified Employee whose Event of Maturity is a Termination of Employment, the date which is six (6) months following such Event of Maturity). Actual distribution shall be made as soon as administratively practicable (but in no event more than ninety (90) days) after such determination.

(b) The amount of each annual installment shall be determined as of the Valuation Date coincident with or next following each December 31, by dividing the amount of the Account as of such Valuation Date by the number of remaining installment payments to be made. Such installments shall be paid as soon as administratively practicable (but in no event more than ninety (90) days) after such determination. In the case of a Specified Employee, installments shall be determined as of the Valuation Date coincident with or next following the December 31 which is at least six (6) months following such Participant’s Termination of Employment.

(c) If the Participant dies following a Termination of Employment but before installments are completed, all remaining installments shall be made to the beneficiary or beneficiaries designated under Section 7.4 in a single lump sum.

7.4. Designation of Beneficiaries. A deceased Participant’s Compensation Deferral Account, Incentive Pay Deferral Account or Profit Sharing Account, as applicable, shall be payable to the beneficiary or beneficiaries designated by the Participant on forms furnished and filed with MGI. In the absence of a designation or if such designation fails, such benefit shall be payable in accordance with the rules for automatic beneficiaries under the MoneyGram International, Inc. 401(k) Plan.

7.5. No Spousal Rights. No spouse or surviving spouse of a Participant and no person designated to be a Beneficiary shall have any rights or interest in the benefits credited under this Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the designation of Beneficiaries (or the changing of designated Beneficiaries) by the Participant.

7.6. Death Prior to Full Distribution. If, at the death of the Participant, any payment to the Participant was due or otherwise pending but not actually paid, the amount of such payment shall be included in the Account which is payable to the Beneficiary (and shall not be paid to the Participant’s estate).

7.7. Distributions in Cash. Distributions from this Plan shall be made in cash.

SECTION 8

FUNDING OF PLAN

8.1. Unfunded Obligation. The obligation of the Employers to make payments under this Plan constitutes only the unsecured (but legally enforceable) promise of the Employers to make such payments. No Participant shall have any lien, prior claim or other security interest in any property of the Employers. The Employers shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan. If such a fund, trust or account is established, the property therein shall remain the sole and exclusive property of the Employer that established it. The Employers shall be obligated to pay the benefits of this Plan out of their general assets.

8.2. Corporate Obligation. Neither MGI, the Board of Directors of MGI, the Chief Executive Officer, the HRN Committee, the Employers nor any of their directors, officers, agents or employees in any way secure or guarantee the payment of any benefit or amount which may become due and payable hereunder to or with respect to any Participant. Each person entitled or claiming to be entitled at any time to any benefit hereunder shall look solely to the assets of the Employers for such payments as unsecured general creditors. If, or to the extent that, Accounts have been paid to or with respect to a present or former Participant and that payment purports to be the payment of a benefit hereunder, such former Participant or other person or persons, as the case may be, shall have no further right or interest in the other assets of the Employers in connection with this Plan. No person shall be under any liability or responsibility for failure to effect any of the objectives or purposes of this Plan by reason of the insolvency of the Employers.

SECTION 9

AMENDMENT AND TERMINATION

9.1. Amendment and Termination. The Board of Directors of MGI (based upon recommendation by the HRN Committee) may unilaterally amend the Plan Statement prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate this Plan both with regard to persons expecting to receive benefits in the future; provided, however, that the Participant’s vested accrued benefit as of the date of such amendment or termination, if any, shall not be, without the written consent of the Participant, diminished or delayed by such amendment or termination. If there is a termination of the Plan with respect to all Participants, MGI shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to amend the Plan to immediately pay all benefits in a lump sum following such Plan termination, to the extent permissible under Section 409A of the Code and related Treasury regulations and guidance.

9.2. No Oral Amendments. No modification of the terms of the Plan Statement or termination of this Plan shall be effective unless it is in writing and approved by the Board of Directors of MGI by a person authorized to execute such writing. No oral representation concerning the interpretation or effect of the Plan Statement shall be effective to amend the Plan Statement.

9.3. Plan Binding on Successors. MGI will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of MGI), by agreement, to expressly assume and agree to perform this Plan in the same manner and to the same extent that MGI would be required to perform it if no such succession had taken place.

SECTION 10

DETERMINATIONS — RULES AND REGULATIONS

10.1. Determinations. MGI shall make such determinations as may be required from time to time in the administration of this Plan. MGI shall have the discretionary authority and responsibility to interpret and construe the Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests. Each interested party may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

10.2. Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by MGI or any other person pursuant to any provision of the Plan Statement may be signed in the name of MGI by any officer or other person who has been authorized to make such certification or to give such notices or consents.

10.3. Claims Procedure. The claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under the Plan. An application for a distribution shall be considered as a claim for the purposes of this Section.

10.3.1. Initial Claim. An individual may, subject to any applicable deadline, file with MGI a written claim for benefits under the Plan in a form and manner prescribed by MGI.

(a) If the claim is denied in whole or in part, MGI shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.

(b) The ninety (90) day period for making the claim determination may be extended for ninety (90) days if MGI determines that special circumstances require an extension of time for determination of the claim, provided that MGI notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

10.3.2. Notice of Initial Adverse Determination. A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant:

(a) the specific reasons for the adverse determination;

(b) references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based;

(c) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and

(d) a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

10.3.3. Request for Review. Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with MGI a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits. Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

10.3.4. Claim on Review. If the claim, upon review, is denied in whole or in part, MGI shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

(a) The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if MGI determines that special circumstances require an extension of time for determination of the claim, provided that MGI notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(b) In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days.

(c) MGI’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

10.3.5. Notice of Adverse Determination for Claim on Review. A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant:

(a) the specific reasons for the denial;

(b) references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based;

(c) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits;

(d) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures; and

(e) a statement of the claimant’s right to bring an action under ERISA section 502(a).

10.4. Rules and Regulations.

10.4.1. Adoption of Rules. Any rule not in conflict or at variance with the provisions hereof may be adopted by MGI.

10.4.2. Specific Rules.

(a) Any decision or determination to be made by MGI shall be made by the Chief Executive Officer unless delegated as provided for in the Plan, in which case references in this Section 10 to the Chief Executive Officer shall be treated as references to the Chief Executive Officer’s delegate. No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures. MGI may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by MGI upon request.

(b) All decisions on claims and on requests for a review of denied claims shall be made by MGI.

(c) Claimants may be represented by a lawyer or other representative at their own expense, but MGI reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant. A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(d) The decision on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of MGI.

(e) In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

(f) The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(g) The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(h) For the purpose of this Section, a document, record, or other information shall be considered “relevant” if such document, record, or other information: (i) was relied upon in making the benefit determination; (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; (iii) demonstrates compliance with the administration processes and safeguards designed to ensure that the benefit claim determination was made in accordance with governing plan documents and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants; and (iv) constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit for the claimant’s diagnosis, without regard to whether such advice or statement was relied upon in making the benefit determination.

(i) MGI may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

10.4.3. Limitations and Exhaustion.

(a) No claim shall be considered under these administrative procedures unless it is filed with MGI within two (2) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim. Every untimely claim shall be denied by MGI without regard to the merits of the claim. No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum before the earlier of:

(i) three (3) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or

(ii) sixty (60) days after the Participant has exhausted these administrative procedures.

(b) These administrative procedures are the exclusive means for resolving any dispute arising under this Plan:

(i) no Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted; and

(ii) determinations under these administrative procedures (including determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

(c) For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

SECTION 11

PLAN ADMINISTRATION

11.1. Authority.

11.1.1. MGI. Functions generally assigned to MGI shall be discharged by its Chief Executive Officer, except where delegated and allocated as provided herein.

11.1.2. Chief Executive Officer. Except as hereinafter provided, the Chief Executive Officer of MGI may delegate or redelegate and allocate and reallocate to one or more persons or to a committee of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to the Chief Executive Officer or to MGI generally hereunder, as the Chief Executive Officer may from time to time deem advisable.

11.1.3. Board of Directors. Notwithstanding the foregoing, the Board of Directors of MGI shall have the exclusive authority (which may not be delegated except to a committee of the Board) to amend the Plan Statement and to terminate this Plan, based upon recommendation by the HRN Committee. In addition, where necessary to comply with applicable corporate or securities law, or applicable rules of the New York Stock Exchange, the HRN Committee shall have the exclusive authority to make determinations with respect to benefits under this Plan (e.g., with respect to executive officers).

11.2. Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

11.3. Service of Process. In the absence of any designation to the contrary by the Chief Executive Officer, the Secretary of MGI is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

SECTION 12

CONSTRUCTION

12.1. ERISA Status. This Plan is adopted with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(3) and section 401(a)(1) of ERISA. Each provision shall be interpreted and administered accordingly.

12.2. IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this Plan. The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this Plan.

12.3. Effect on Other Plans. This Plan shall not alter, enlarge or diminish any person’s employment rights or obligations or rights or obligations under any other qualified or nonqualified plan. It is specifically contemplated that this Plan will, from time to time, be amended and possibly terminated.

12.4. Disqualification. Notwithstanding any other provision of the Plan Statement or any election or designation made under this Plan, any individual who feloniously and intentionally kills a Participant shall be deemed for all purposes of this Plan and all elections and designations made under this Plan to have died before such Participant. A final judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction of felonious and intentional killing, MGI shall determine whether the killing was felonious and intentional for this purpose.

12.5. Rules of Document Construction.

(a) An individual shall be considered to have attained a given age on such individual’s birthday for that age (and not on the day before). Individuals born on February 29 in a leap year shall be considered to have their birthdays on February 28 in each year that is not a leap year.

(b) Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire Plan Statement and not to any particular paragraph or Section of the Plan Statement unless the context clearly indicates to the contrary.

(c) The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.

(d) Notwithstanding any thing apparently to the contrary contained in the Plan Statement, the Plan Statement shall be construed and administered to prevent the duplication of benefits provided under this Plan and any other qualified or nonqualified plan maintained in whole or in part by the Employers.

12.6. References to Laws. Any reference in the Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation unless, under the circumstances, it would be inappropriate to do so. The terms “spouse,” “nonspouse,” “married,” “surviving spouse,” and other similar terms shall be construed, interpreted and applied on a basis consistent with the federal statute known as the Defense of Marriage Act.

12.7. Choice of Law. Except to the extent that federal law is controlling, this Plan Statement be construed and enforced in accordance with the laws of the State of Minnesota.

12.8. ERISA Administrator. MGI shall be the plan administrator of this Plan.

12.9. Delegation. No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

12.10. Not an Employment Contract. This Plan is not and shall not be deemed to constitute a contract of employment between any Employer and any employee or other person, nor shall anything herein contained be deemed to give any employee or other person any right to be retained in any Employer’s employ or in any way limit or restrict any Employer’s right or power to discharge any employee or other person at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant in this Plan. Neither the terms of the Plan Statement nor the benefits under this Plan nor the continuance thereof shall be a term of the employment of any employee. The Employers shall not be obliged to continue this Plan.

12.11. Tax Withholding. The Employers (or any other person legally obligated to do so) shall withhold the amount of any federal, state or local income tax, payroll tax or other tax required to be withheld under applicable law with respect to any amount payable under this Plan. All benefits otherwise due hereunder shall be reduced by the amount to be withheld.

12.12. Expenses. All expenses of administering the benefits due under this Plan shall be borne by the Employers.

12.13. Spendthrift Provision. No Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Employers. MGI shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, execution following judgment or other legal process before actual payment to such person.

The power to designate Beneficiaries to receive the Account of a Participant in the event of such Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such Participant’s Account or any part thereof, and any attempt of a Participant so to exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Employers.

This section shall not prevent MGI from exercising, in its discretion, any of the applicable powers and options granted to it upon the occurrence of an Event of Maturity, as such powers may be conferred upon it by any applicable provision hereof.

APPENDIX A

RULES AFFECTING MONEYGRAM INTERNATIONAL, INC. PARTICIPANTS IN VIAD CORP DEFERRED COMPENSATION PLAN

1.1. Scope of Rules Established in Appendix A. Notwithstanding the other provisions of the Plan document, the rules established in this Appendix A shall apply to Participants as defined in Section 1.2 of this Appendix A. Any provisions of the Plan document which are not superceded by the rules in this Appendix A shall apply as described in the Plan document. Capitalized terms used in this Appendix A shall have the same meaning as under the Plan document except to the extent that such terms are expressly defined in this Appendix A.

1.2. History. In connection with the spin off of MoneyGram International, Inc. (“MGI”) by Viad Corp (the “Spin Off”), MGI assumed Viad Corp’s obligations with respect to deferred compensation accrued under the Viad Corp Deferred Compensation Plan (the “Viad Plan”) for a specified group of MGI participants. The Viad Plan was an unfunded voluntary deferral plan that provided a select group of management and highly compensated employees with an opportunity to defer receipt of incentive compensation. The rules in this Appendix A apply exclusively to the deferred compensation obligations under the Viad Plan assumed in connection with the Spin Off. Such obligations (hereinafter “Viad Accounts”) are now a part of, and governed under the terms of, the Plan and this Appendix.

1.3. Adjustments of Viad Accounts. From time to time but not less frequently than each Valuation Date, MGI shall cause the value of each Viad Account or portion of a Viad Account to be increased (or decreased) from time to time for distributions, credits (including any earnings, gains or losses thereon) and expenses, if any, charged to the Viad Account. The HRN Committee shall designate from time to time one or more investment options in which Viad Accounts may be deemed invested in accordance with Section 4.3 of the Plan. Viad Accounts that are, as of April 1, 2010, credited with stock units representing MGI Common Stock, shall be converted to the cash value of such stock units based on the per share closing price of the Common Stock on the New York Stock Exchange on April 1, 2010 as reported in the consolidated transaction reporting system. Thereafter, such Viad Accounts shall be increased (or decreased) for earnings, gains or losses based on one or more investment options in which such accounts are deemed invested in accordance with Section 4.3 of the Plan.

1.4. Distributions.

(a) Medium of Distributions. Distributions shall be made in cash (including the portion of the Viad Account formerly credited with stock units representing MGI Common Stock).

(b) Time and Form of Distribution. Distribution of the Participant’s Viad Account shall be made to the Participant entitled to receive distribution at the time and in the manner as specified by the Participant, subject to the following:

(i) Active Participants. In accordance with transitional guidance issued under Section 409A of the Code, a Participant who was actively employed with MGI was permitted to modify all or a portion of his or her prior payment election under the Viad Plan if such modification was made on or before December 31, 2007. The modified time and form of payment elected must apply to his or her entire Viad Account and must otherwise comply with restrictions for time and form of payment under Section 7 of the Plan document, with the exception that the Participant was permitted to: (1) make separate payment elections for his or her stock unit account and cash account; and (2) elect to receive payments made on account of Termination of Employment in a single lump sum, or in annual installments over a period not to exceed ten (10) years.

(ii) Inactive Participants. To the extent permitted under transitional guidance issued under Section 409A of the Code, a Participant who was not actively employed with MGI and who had not previously elected to commence payment of his or her Viad Account on or before December 31, 2007 was required to modify his or her prior payment election on or before December 31, 2007 to provide that payment of the Viad Account commence no later than 2008 in either (1) a single lump sum, or (2) annual installments over a period not to exceed ten (10) years. Inactive Participants who had already commenced payment on or before December 31, 2007 (if any) shall be paid in accordance with the schedule elected under the Viad Plan.

Exhibit 10.2

2005 DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
MONEYGRAM INTERNATIONAL, INC.

As Amended and Restated on April 12, 2010
But Effective April 1, 2010

1. Introduction. The purposes of the Deferred Compensation Plan for Directors (the “Plan”) were to (i) provide a method for non-employee directors (“Directors”) of MoneyGram International, Inc. (“MoneyGram”) to voluntarily defer payment of all or a part of their cash compensation, as fixed from time to time by the Board of Directors of MoneyGram (the “Board”); and (ii) provide that a portion of each Director’s annual retainer fee was automatically deferred in phantom stock units. Effective for Plan Periods beginning on or after January 1, 2009, voluntary deferrals and stock unit retainer deferrals were permanently discontinued. In addition, directors who join the Board on or after March 24, 2008 are not eligible to participate in this Plan. Deferrals made prior to 2009 remain in the Plan until such amounts become distributable in accordance with the Director’s deferral election. Until April 1, 2010, Participating Directors continued to have the opportunity to invest their voluntary cash deferrals in phantom stock units which represent the value of MoneyGram Common Stock (“Common Stock”). Effective April 1, 2010, the Plan is terminated pursuant to the terms of this document. Furthermore, effective April 1, 2010, the value of the stock units credited to each Director’s Stock Unit Retainer Account and Voluntary Deferral Account shall be converted to the cash value of such stock units based on the per share closing price of the Common Stock on the New York Stock Exchange on April 1, 2010 as reported in the consolidated transaction reporting system. Thereafter, such Accounts shall be increased (or decreased) for earnings, gains or losses based on one or more investment options in which such accounts are deemed invested in accordance with Section 8 of the Plan.

1.1. Voluntary Deferral Elections. Effective for Plan Periods beginning on and after January 1, 2009, voluntary deferrals of cash retainers, cash meeting fees, including committee meeting fees and any other cash compensation (collectively, “Director Fees”) under this Plan were permanently discontinued.

1.2. Stock Unit Retainer. Beginning with the 2007 Plan Period, a portion of each Director’s annual retainer fee was automatically deferred in phantom stock units (“Stock Unit Retainer”) in accordance with Sections 7 and 8 below. In order to comply with a blackout trading restriction in effect in February, 2008 that prevented Directors from acquiring phantom stock units, the Stock Unit Retainer for the 2008 Plan Period that would have been credited to Directors’ Stock Unit Retainer Accounts in February, 2008 was not credited to the Plan. Thereafter, in connection with MoneyGram’s recapitalization, effective March 24, 2008, seven members of the Board resigned. The Board thereafter determined that a pro-rata portion (i.e., one fourth) of the Stock Unit Retainer would be credited in cash (as opposed to phantom stock units) to the Voluntary Deferral Accounts of the Directors who were in office in February. With respect to each of the three Directors who did not resign in connection with the recapitalization, an additional one fourth of the 2008 Stock Unit Retainer was credited in cash to the Director’s Voluntary Deferral Account on each of the three remaining quarterly meeting dates in 2008 (if such Director was then with the Board). Effective for Plan Periods beginning on and after January 1, 2009, Stock Unit Retainers were permanently discontinued.

2. History.

2.1. Establishment of Plan. On August 19, 2004 but effective June 30, 2004, MoneyGram established a deferred compensation plan for its non-employee Directors that was maintained under a document entitled “Deferred Compensation Plan for Directors of MoneyGram International, Inc., as Amended August 19, 2004” (the “Prior Plan”). By action of the Board taken on December 17, 2004, deferrals made for taxable years beginning on or after January 1, 2005 were permanently discontinued under the Prior Plan and were instead continued under this Plan, the terms of which are intended to comply with the deferred compensation provisions under Section 409A of the Internal Revenue Code (the “Code”). (Deferrals made under the Prior Plan with respect to the 2004 taxable year shall continue to be invested and distributed pursuant to the terms of the Prior Plan.)

2.2. Amendments. This Plan was amended and restated on November 17, 2005 to permit Directors to defer grants of Common Stock on or after January 1, 2006. As of February 15, 2007, MoneyGram determined to discontinue grants of Common Stock and options for Common Stock to its Directors and to replace such grants with phantom stock units. Thus, as of February 15, 2007, the Plan was further amended and restated to (i) remove all provisions relating to voluntary Common Stock deferrals; (ii) add provisions governing the terms of each Director’s annual retainer awarded as a Stock Unit Retainer under this Plan; and (iii) effective January 1, 2008, permit Directors to receive hardship withdrawals from the Plan (with respect to deferrals made under the Plan both before and on or after February 15, 2007, in accordance with transition rules permitting amendments to change payment provisions under Section 409A of the Code). As of December 28, 2007, the Board of Directors further amended and restated the Plan to make additional modifications required by final Treasury regulations issued under Section 409A of the Code. Effective March 24, 2008, the Plan was further amended to (i) preclude Directors who joined the Board on or after March 24, 2008 from participating in the Plan; and (ii) to permanently discontinue Voluntary Deferrals and Stock Retainer Deferrals to the Plan. Effective April 1, 2010, the Plan is amended and terminated as provided herein.

3. Effective Date. The “effective date” as used throughout the Plan document is April 1, 2010 (the effective date of this restatement). The original effective date of the Plan is January 1, 2005.

4. Eligibility. Directors who are not also officers or other employees of MoneyGram or any of its subsidiaries were eligible (“Eligible Directors”) to become participants in this Plan (“Participants”).

5. Plan Periods, Valuation Dates and Fair Market Value. Each plan period shall commence on January 1 and end on December 31 (a “Plan Period”). Each quarterly valuation date shall be the last business day of each calendar quarter of the Plan Period (a “Valuation Date”).

6. Administration. This Plan shall be administered by the Human Resources and Nominating Committee of the Board (the “Committee”).

7. Deferral and Payment Elections.

7.1. Voluntary Deferral Elections. An Eligible Director may not elect to make a voluntary election (“Deferral Election”) to defer payment of Directors Fees for Plan Periods beginning on and after January 1, 2009.

7.2. Stock Unit Retainers. Stock Unit Retainers awarded for services performed during Plan Periods beginning on and after January 1, 2009 shall be permanently discontinued.

8. Credits to Accounts. Prior to April 1, 2010, Director Fees deferred hereunder pursuant to a Deferral Election were credited to the Participant’s account (“Voluntary Deferral Account”) in the form of cash, in the form of stock units, or in a combination of cash and stock units pursuant to the percentage of the form of deferral specified by the Participant in the Deferral Election. Stock Unit Retainers automatically deferred hereunder were credited to the Participant’s Account (“Stock Unit Retainer Account”) in the form of stock units. Together, both accounts are referred to as the “Account”. Effective April 1, 2010, the value of the stock units credited to each Director’s Account shall be converted to the cash value of such stock units based on the per share closing price of the Common Stock on the New York Stock Exchange on April 1, 2010 as reported in the consolidated transaction reporting system. Thereafter, such Accounts shall be increased (or decreased) for earnings, gains or losses based on one or more investment options in which such accounts are deemed invested in accordance with this Section 8 of the Plan.

Notional earnings, gains, or losses on the unpaid balance of the Accounts, if any, will be credited as soon as administratively practicable (but in no event more than ninety (90) days) following each quarterly Valuation Date based upon one or more alternative investment options in which the Accounts may be deemed invested by the Committee. After distribution of an Account commences pursuant to Section 9, earnings, gains, or losses shall accrue on the unpaid balance thereof in the same manner until the entire balance of the Account has been paid. The Committee may designate from time to time one or more alternative investment options in which the Accounts may be deemed invested. Such deemed investment options may include any investment which the Committee deems appropriate, including, but not limited to, fixed interest credits, notional mutual fund(s), an investment index or no investment adjustment at all.

9. Distributions of Accounts.

9.1. Voluntary Deferral Accounts.

(a) Lump Sum or Installments. Upon a Participant’s separation from service, his or her Voluntary Deferral Account shall be distributed in either: (i) a lump sum; (ii) in ten (10) annual installments; or (iii) in five (5) annual installments, as specified by the Participant on the Deferral Election made for each Plan Period pursuant to Section 7.1. The first installment (or the lump sum distribution) shall be made as soon as administratively practicable (but in no event more than ninety (90) days) following the Valuation Date coincident with or next following the date on which the Participant separates from service. Any subsequent installments shall be paid as soon as administratively practicable (but in no event more than ninety (90) days) following each succeeding annual anniversary of such Valuation Date until the entire amount credited to the Voluntary Deferral Account is distributed. If the Participant dies before receiving the entire balance of his or her Voluntary Deferral Account, then a distribution shall be made in a lump sum to any beneficiary or beneficiaries Designated by the Participant in accordance with Section 9.3 below. If a Participant does not elect the form of distribution in connection with the Participant’s commencement of participation in the Plan, the Participant shall be deemed to have elected to receive the distribution in a lump sum.

(b) Distributions To Be Made in Cash. MoneyGram shall distribute a sum in cash to each Participant in a lump sum or installments as specified by the Participant on the Deferral Election made pursuant to Section 7.1.

9.2. Stock Unit Retainer Accounts.

(a) Lump Sum or Installments. Upon a Participant’s separation from service, his or her Stock Unit Retainer Account shall be distributed in either: (i) a lump sum; (ii) in ten (10) annual installments; or (iii) in five (5) annual installments, as specified by the Participant on the Stock Unit Retainer Payment Election made for each Plan Period pursuant to Section 7.2. The first installment (or the lump sum distribution) shall be made as soon as administratively practicable (but in no event more than ninety (90) days) following the Valuation Date coincident with or next following the date on which the Participant separates from service. Any subsequent installments shall be paid as soon as administratively practicable (but in no event more than ninety (90) days) following each succeeding annual anniversary of such Valuation Date until the entire amount credited to the Stock Unit Retainer Account is distributed.

(b) Distributions To Be Made in Cash. MoneyGram shall distribute a sum in cash to each Participant, in a lump sum or installments as specified by the Participant on the Stock Unit Retainer Payment Election made pursuant to Section 7.2.

9.3. Beneficiary Designation. Each Participant who elects to participate in this Plan may file with the Corporate Secretary of MoneyGram a notice in writing, on a form provided by the Corporate Secretary, designating one or more beneficiaries to whom the distribution shall be made in the event of the Participant’s death prior to receiving the entire distribution of the balance in his or her Stock Unit Retainer Account or Voluntary Deferral Account. If no beneficiary designation is made, or in the event that a beneficiary designated by such Participant predeceases the Participant, the distribution shall be made to the Participant’s estate.

9.4. Election to Delay Distribution. The Participant may delay the time of distribution or change the form of distribution by submitting an election to the Corporate Secretary of MoneyGram in accordance with the following criteria:

(a) Such election must be submitted to and accepted by the Corporate Secretary of MoneyGram in MoneyGram’s sole discretion at least twelve (12) months prior to the date a distribution to the Participant would otherwise have been made or commenced upon separation from service; and

(b) The first distribution is delayed at least five (5) years from such date; and

(c) The election shall have no effect until at least twelve (12) months after the date on which the election is made; and

(d) The election may reduce the number of installment payments; provided that the initial installment is delayed at least five (5) years from the original date distribution would have been made upon separation from service; and

(e) Notwithstanding the foregoing, the Committee shall interpret all provisions relating to changing the distribution election under this Section 9.4 in a manner that is consistent with Section 409A of the Code and Treasury regulations and other guidance issued thereunder. Accordingly, if MoneyGram determines that an election is inconsistent with Section 409A of the Code and other applicable tax law, the election shall not be effective.

9.5. Hardship Withdrawals. Notwithstanding the foregoing provisions of this Section 9, effective January 1, 2008, a Participant who is still in service with MoneyGram but who has incurred an Unforeseeable Emergency (as defined below) shall receive a withdrawal from his or her Account in accordance with the following criteria:

(a) In the event that the Committee, upon written petition of the Participant, determines in its sole discretion that the Participant has suffered an Unforeseeable Emergency, MoneyGram shall distribute to the Participant as soon as reasonably practicable following such determination, an amount, not in excess of the value (based on the immediately preceding Valuation Date) of the Account, necessary to satisfy the emergency.

(b) Immediately upon the distribution, such Participant’s Deferral Election shall be cancelled in accordance with Section 7.3.

(c) An Unforeseeable Emergency shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

9.6. Termination and Liquidation of Plan Assets. Notwithstanding the foregoing provisions of this Section 9, each Participant’s entire unpaid remaining account balance as of May 1, 2011 shall be distributed in a lump sum payment as soon as administratively practicable (but in no event longer than 90 days) after May 1, 2011 (in accordance with Section 12).

10. Change in Control Benefit.

10.1. Effect of Change in Control. If a Change in Control occurs that also constitutes a “change in the ownership of MoneyGram,” “change in effective control of MoneyGram,” and/or a “change in the ownership of a substantial portion of MoneyGram’s assets,” each as defined under Treasury Regulation §1.409A.3(i)(5), a lump sum cash distribution shall be made to each Participant of the entire balance of his or her Account upon the Participant’s separation from service within two (2) years following such Change in Control, notwithstanding any other provision herein.

10.2 Change in Control. For purposes of this Plan, a “Change in Control” shall mean any of the following events:

(a) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (1) the then outstanding shares of Common Stock of MoneyGram (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then Outstanding Voting Securities of MoneyGram entitled to vote generally in the election of the Board (the “Outstanding Company Voting Securities”); excluding, however the following: (A) any acquisition directly from MoneyGram or any entity controlled by MoneyGram other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from MoneyGram or any entity controlled by MoneyGram, (B) any acquisition by the MoneyGram, or any entity controlled by the MoneyGram, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by MoneyGram or any entity controlled by MoneyGram or (D) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Section 10.2(c); or

(b) A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 10.2(b) that any individual, who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for election by MoneyGram’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board, (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of MoneyGram (a “Corporate Transaction”) excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction (the “Prior Stockholders”) beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of Common Stock and the combined voting power of the then Outstanding Voting Securities entitled to vote generally in the election of the Board, as the case may be, of MoneyGram or other entity resulting from such Corporate Transaction (including, without limitation, a company or other entity which as a result of such transaction owns MoneyGram or all or substantially all of MoneyGram’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than MoneyGram or any entity controlled by MoneyGram, any employee benefit plan (or related trust) of MoneyGram or any entity controlled by MoneyGram or such company or other entity resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of Common Stock of MoneyGram or other entity resulting from such Corporate Transaction or the combined voting power of the Outstanding Voting Securities of such company or other entity entitled to vote generally in the election of members of the Board except to the extent that such ownership existed prior to the Corporate Transaction and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of the company resulting from such Corporate Transaction; and further excluding any disposition of all or substantially all of the assets of MoneyGram pursuant to a spin-off, split-up or similar transaction (a “Spin-off”) if, immediately following the Spin-off, the Prior Stockholders beneficially own, directly or indirectly, more than 80% of the outstanding shares of common stock and the combined voting power of the then Outstanding Voting Securities entitled to vote generally in the election of directors of both entities resulting from such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities; provided, that if another Corporate Transaction involving MoneyGram occurs in connection with or following a Spin-off, such Corporate Transaction shall be analyzed separately for purposes of determining whether a Change in Control has occurred; or

(d) The approval by the stockholders of MoneyGram of a complete liquidation or dissolution of MoneyGram.

11. Limitation on Rights of Eligible Directors and Participants. Nothing in this Plan will interfere with or limit in any way the rights of the Board or the stockholders of MoneyGram not to nominate for re-election, elect or remove an Eligible Director or Participant. Neither this Plan nor any action taken pursuant to it will constitute or be evidence of any agreement or understanding, express or implied, that MoneyGram or its Board or stockholders have retained or will retain an Eligible Director or Participant for any period of time or at any particular rate of compensation.

12. Plan Amendments, Modifications and Termination. The Committee may amend, suspend or terminate this Plan at any time. Following a termination of the Plan, Accounts shall remain in the Plan until the Participant becomes eligible for the benefits provided in Sections 9 and 10. The termination of the Plan shall not adversely affect any Participant or beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination. Notwithstanding the foregoing, to the extent permissible under Section 409A of the Code and related Treasury regulations and guidance, if there is a termination of the Plan with respect to all Participants, MoneyGram shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to immediately pay all benefits in a lump sum following such termination of the Plan.

13. Participants are General Creditors of MoneyGram. Participants and their beneficiaries shall be general, unsecured creditors of MoneyGram with respect to any distributions to be made pursuant to this Plan and shall not have any preferred interest by way of trust, escrow, lien or otherwise in any specific assets of MoneyGram. If MoneyGram shall, in fact, elect to set aside monies or other assets to meet its obligations hereunder (there being no obligation to do so), whether in a grantor trust or otherwise, the same shall, nevertheless, be regarded as a part of the general assets of MoneyGram subject to the claims of its general creditors, and neither any Participants nor any of their beneficiaries shall have a legal, beneficial or security interest therein.

14. Miscellaneous.

14.1. Nontransferability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise (including without limitation any domestic relations order, whether or not a “qualified domestic relations order” under section 414(p) of the Code and section 206(d) of ERISA) before the Account is distributed to the Participant or beneficiary.

14.2. Governing Law. The provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Minnesota without regard to its conflicts of laws principles.

14.3. Relation to Stock Incentive Plan. Benefits attributable to stock units which were paid in shares of Common Stock are subject to any applicable terms, conditions and restrictions required by the applicable MoneyGram stock incentive plan under which such shares are issued.

Exhibit 10.3

DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
MONEYGRAM INTERNATIONAL, INC.

AS AMENDED AND RESTATED ON APRIL 12, 2010
BUT EFFECTIVE APRIL 1, 2010

1. ESTABLISHMENT OF PLAN.

On June 30, 2004, Viad Corp, a Delaware corporation, distributed to its stockholders (the Spin-Off) one share of common stock, $0.01 par value, of its wholly-owned subsidiary (MoneyGram International, Inc.) which has since owned and operated its financial services business (MoneyGram International, Inc. Common Stock) for each outstanding share of common stock of Viad Corp. Effective June 30, 2004, this unfunded plan of voluntary deferred compensation known as the “Deferred Compensation Plan for Directors of MoneyGram International, Inc.” (Plan) was established by MoneyGram International, Inc. in recognition of the valuable services provided to it by the individuals who serve as members of its Board of Directors. All references herein to the “Corporation” mean MoneyGram International, Inc. All Directors of the Corporation, except Directors receiving a regular salary as an employee of the Corporation or one of its subsidiaries, were eligible to participate in this Plan. Directors were permitted to elect to defer under this Plan any retainer or meeting attendance fee otherwise payable to him or her (Compensation) by the Corporation or by domestic subsidiaries of this Corporation (subsidiaries). Travelers Express Company, Inc., which, upon consummation of the Spin-Off became a wholly owned subsidiary of MoneyGram International, Inc., assumed and became solely responsible for all liabilities under the Deferred Compensation Plan for Directors of Viad. By action of the Board taken on December 17, 2004, deferrals made for years beginning on or after January 1, 2005 were permanently discontinued under this Plan and were instead continued under the 2005 Deferred Compensation Plan for Directors of MoneyGram International, Inc., the terms of which were intended to comply with the deferred compensation provisions under Section 409A of the Internal Revenue Code (the “Code”). Effective April 1, 2010, the value of the stock units credited to each Director’s account shall be converted to the cash value of such stock units based on the per share closing price of the Common Stock on the New York Stock Exchange on April 1, 2010 as reported in the consolidated transaction reporting system. Thereafter, such accounts shall be increased (or decreased) for earnings, gains or losses based on one or more investment options in which such accounts are deemed invested in accordance with this Section 3 of the Plan.

2. EFFECTIVE DATE.

This Plan became effective on June 30, 2004.

3.

CREDITS TO ACCOUNTS.

Prior to April 1, 2010, Compensation deferred hereunder pursuant to a deferral election was credited to such Director’s account in the form of cash, in the form of stock units, or in a combination of cash and stock units pursuant to the percentage of the form of deferral specified by the Director in the deferral election. Effective April 1, 2010, the value of the stock units credited to each Director’s account shall be converted to the cash value of such stock units based on the per share closing price of the Common Stock on the New York Stock Exchange on April 1, 2010 as reported in the consolidated transaction reporting system. Thereafter, such accounts shall be increased (or decreased) for earnings, gains or losses based on one or more investment options in which such accounts are deemed invested in accordance with this Section 3 of the Plan.

Each plan period shall commence on January 1 and end on December 31 (a Plan Period). Each quarterly valuation date shall be the last business day of each calendar quarter of the Plan Period (a Valuation Date). Notional earnings, gains, or losses on the unpaid balance of the accounts, if any, will be credited as soon as administratively practicable following each quarterly Valuation Date based upon one or more alternative investment options in which the accounts may be deemed invested by the Human Resources and Nominating Committee (the Committee). After distribution of an account commences pursuant to Section 5, earnings, gains, or losses shall accrue on the unpaid balance thereof in the same manner until the entire balance of the account has been paid. The Committee may designate from time to time one or more alternative investment options in which the accounts may be deemed invested. Such deemed investment options may include any investment which the Committee deems appropriate, including, but not limited to, fixed interest credits, notional mutual fund(s), an investment index or no investment adjustment at all.

4. ACCOUNTING.

No fund or escrow deposit shall be established by any deferred Compensation payable pursuant to this Plan, and the obligation to pay deferred Compensation hereunder shall be a general unsecured obligation of the Corporation, payable out of its general account, and deferred Compensation shall accrue to the general account of the Corporation. However, the Controller of the Corporation shall maintain an account and properly credit Compensation to each such account, and keep a record of all sums which each participating Director has elected to have paid as deferred Compensation and earnings, gains, or losses accrued thereon.

5. PAYMENT FROM DIRECTORS’ ACCOUNTS.

A. After a Director ceases to be a director of the Corporation, the aggregate amount of deferred compensation credited to a Director’s account, together with earnings, gains, or losses accrued thereon, shall be paid in a lump sum or, if the Director elects, in substantially equal quarterly, semi-annual, or annual installments over a period of years, not greater than ten (10), specified by the Director. Furthermore, with respect to each Director who is also a non-employee Director of Viad Corp, a participant shall not be considered, for purposes of the Plan, to have ceased to be a Director of the Corporation unless he or she is neither a Director of the Corporation nor a Director of Viad Corp. Such election must be made by written notice delivered to the Secretary of the Corporation prior to December 31 of the year preceding the year in which, and at least six months prior to the date on which, the Director ceases to be a director. The first installment (or the lump sum payment) shall be made promptly following the date on which the Director ceases to be a Director of the Corporation, and any subsequent installments shall be paid promptly at the beginning of each succeeding specified period until the entire amount credited to the Director’s account shall have been paid. If the participating Director dies before receiving the balance of his or her deferred compensation account, then payment shall be made in a lump sum to any beneficiary or beneficiaries which may be designated, as provided in paragraph B of this Section 6, or in the absence of such designation, or, in the event that the beneficiary designated by such Director shall have predeceased such Director, to such Director’s estate.

B. Each Director who elects to participate in this Plan may file with the Secretary of the Corporation a notice in writing designating one or more beneficiaries to whom payment shall be made in the event of such Director’s death prior to receiving payment of any or all of the deferred Compensation hereunder.

C. Notwithstanding the foregoing provisions of this Section 5, if a Director incurs a separation from service (within the meaning of Section 409A of the Code) from MoneyGram International, Inc. and has an account balance less than the dollar limit prescribed under Section 402(g)(1)(B) of the Code, then the Director’s entire account balance shall be distributed as soon as administratively practicable after the Director incurs a separation from service from MoneyGram International, Inc. The terms of this subsection C are intended to comply with the limited cashout feature under Section 1.409A-3(j)(4)(v) of the Treasury Regulations, and, therefore, for the purpose of determining the grandfathered status of this Plan with respect to Section 409A of the Code, pursuant to Section 1.409A-6(a)(4)(i)(E) of the Treasury Regulations, the addition of this limited cashout feature by the 2010 Restatement is not intended to be a material modification.

6. CHANGE OF CONTROL.

For purposes of this Plan, a “Change of Control” shall mean any of the following events:

(a) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (1) the then outstanding shares of Common Stock of the Corporation (the Outstanding Corporation Common Stock) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of Directors (the Outstanding Corporation Voting Securities); excluding, however the following: (A) any acquisition directly from the Corporation or any entity controlled by the Corporation other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation or any entity controlled by the Corporation, (B) any acquisition by the Corporation, or any entity controlled by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation or (D) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Section 7(c); or

(b) A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 7(b) that any individual, who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board, (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board, or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a Corporate Transaction) excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction (the Prior Shareholders) beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding             shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of Directors, as the case may be, of the Corporation or other entity resulting from such Corporate Transaction (including, without limitation, a corporation or other entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation or any entity controlled by the Corporation, any employee benefit plan (or related trust) of the Corporation or any entity controlled by the Corporation or such corporation or other entity resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of Common Stock of the Corporation or other entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such Corporation or other entity entitled to vote generally in the election of Directors except to the extent that such ownership existed prior to the Corporate Transaction and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the Board of Directors of the Corporation resulting from such Corporate Transaction; and further excluding any disposition of all or substantially all of the assets of the Corporation pursuant to a spin-off, split-up or similar transaction (a Spin-off) if, immediately following the Spin-off, the Prior Shareholders beneficially own, directly or indirectly, more than 80% of the outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of both entities resulting from such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities; provided, that if another Corporate Transaction involving the Corporation occurs in connection with or following a Spin-off, such Corporate Transaction shall be analyzed separately for purposes of determining whether a Change of Control has occurred;

(d) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

If a Change of Control occurs, a lump sum cash payment shall be made to each Director participating in the Plan of the aggregate current balance accrued to the Director’s deferred compensation account on the date of the Change of Control, notwithstanding any other provision herein. Any notice by a Director to change or terminate his or her election to defer Compensation or before the date of the Change of Control shall be effective as of the date of the Change of Control, notwithstanding any other provision herein.

7. NONALIENATION OF BENEFITS.

No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to alienate, sell, assign, pledge, encumber or charge the same shall be void. To the extent permitted by law, no right or benefit hereunder shall in any manner be attachable for or otherwise available to satisfy the debts, contracts, liabilities or torts of the person entitled to such right or benefit.

8. APPLICABLE LAW.

The Plan will be construed and enforced according to the laws of the State of Delaware; provided that the obligations of the Corporation shall be subject to any applicable law relating to the property interests of the survivors of a deceased person and to any limitations on the power of the person to dispose of his or her interest in the deferred Compensation.

9.

AMENDMENT OR TERMINATION OF PLAN.

The Board of Directors of the Corporation may amend or terminate this Plan at any time, provided, however, any amendment or termination of this Plan shall not affect the rights of participating Directors or beneficiaries to payments, in accordance with Section 5 or 6, of amounts accrued to the credit of such Directors or beneficiaries at the time of such amendment or termination.

Exhibit 99.1

MoneyGram Announces Four New Independent Candidates for Election to Board of Directors at Annual Meeting
Nominees bring diverse range of talents in financial services, consumer markets, finance and technology

MINNEAPOLIS, April 13—MoneyGram International (NYSE:MGI), a global leader in the payment services industry, today announced that J. Coley Clark, Victor Dahir, Ann Mather and W. Bruce Turner will stand for election to the MoneyGram Board of Directors at the company’s May 26 annual meeting. This will bring the number of directors to nine, four of whom will be independent.

“MoneyGram is very fortunate to have an exceptional group of proven leaders with global experience to stand for election to our board of directors,” said Pamela H. Patsley, MoneyGram chairman and CEO. “These individuals bring independent judgment and a dedication to building shareholder value, and they will be a tremendous resource for our company.”

J. Coley Clark, chairman and CEO at BancTec, Inc., brings a wealth of technology services experience from his position with BancTec as well as with Electronic Data Systems Corporation, where Clark spent 33 years. He has previously served on two public and two private company boards. A graduate of the University of Texas, Clark served as a captain and company commander in the United States Army.

Victor Dahir brings a solid financial services background, having spent 21 years with Visa USA Inc., most recently as executive vice president and chief financial officer prior to his retirement in 2005. Dahir also served as CFO of Redwood Bank, and held financial positions of increasing responsibility at Levi Strauss & Co. Dahir is a graduate of Amherst College and earned his Master of Business Administration from Harvard University

Ann Mather currently is a member of the boards of Google Inc. and Glu Mobile Inc. She has more than 25 years of financial experience, including serving as executive vice president and CFO of Pixar Animation Studios and Village Roadshow Pictures. She also served in various finance positions at Paramount Pictures Corporation, Polo Ralph Lauren Corporation and The Walt Disney Company. Mather has a Master of Arts degree from England’s University of Cambridge.

W. Bruce Turner brings vast experience in regulated consumer markets and international business. He has served as the CEO of Lottomatica S.p.A., an Italian public company recognized as a global leader in lottery operations and technology services. He also served as President and CEO of GTECH Holdings Corporation, a global technology services leader in the government regulated lottery industry. GTECH Holdings Corporation was acquired by Lottomatica in 2006. Turner, a Wall Street veteran, was previously employed by Raymond James and Associates and Salomon Smith Barney Inc. Turner currently serves on the board of Lottomatica S.p.A. He is a graduate of the United States Military Academy at West Point, earned a Master’s degree at Central Michigan University, and has a Master of Business Administration from the University of Tampa.

“I would once again like to thank our three current independent directors for their dedicated service to the company. Although these directors have determined not to stand for re-election, I am very pleased to have candidates to succeed them who not only are highly credentialed professionals individually, but also, collectively, provide the type of extensive and varied experience and leadership that can help guide MoneyGram into a new era of growth and global expansion,” said Patsley.

On February 25, 2010, MoneyGram announced that three directors who had been on the company’s board prior to MoneyGram’s recapitalization would not to seek re-election in order to ensure a wholly new post-recapitalization board.

About MoneyGram International

MoneyGram International offers more choices for people separated by distance or with limited bank relationships to meet their financial needs. A leading global payment services company, MoneyGram International helps consumers to pay bills quickly and safely send money around the world in as little as 10 minutes. Its global network is comprised of 190,000 agent locations in 190 countries and territories. MoneyGram’s convenient and reliable network includes retailers, international post offices and financial institutions. To learn more about money transfer or bill payment at an agent location or online, please visit www.moneygram.com.

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Contacts
Media:
Lynda Michielutti
952-591-3846
lmichielutti@moneygram.com

Investors:
Alex Holmes
720-568-8703
aholmes@moneygram.com