EXHIBIT 99.01

MONEYGRAM INTERNATIONAL, INC.
EXECUTIVE COMPENSATION TRUST AGREEMENT

This Trust Agreement (the “Trust Agreement”) is made as of this       day of , 2005, by and between MoneyGram International, Inc., a Delaware Corporation (the “Corporation”) and Wells Fargo Bank, N.A. (the “Trustee”). This Trust Agreement provides for the establishment of a trust to be known as The MoneyGram International, Inc. Executive Compensation Trust (hereinafter called the “Trust”) to provide a source for certain payments required to be made under the plans listed on Exhibit A as may be amended from time to time (the “Plans”) between the Corporation and the participants under such Plans (the “Participants”).

WITNESSETH:

WHEREAS , the Corporation wishes to establish the Trust to hold certain assets for the purpose of providing benefits to Participants and beneficiaries thereof under the under the MoneyGram International, Inc. Supplemental 401(k) Plan, as adopted August 18, 2005 (the “Supplemental 401(k) Plan”), and such other plans as the Corporation may designate in the future, subject to any approval as may be required by the Corporation’s Board of Directors, such Trust to be a grantor trust administered by the Corporation and into which the Corporation would contribute assets sufficient to fund obligations under the Supplemental 401(k) Plan in the event of an actual or potential Change in Control (as defined in Section 4(a) below), and subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency or bankruptcy, until paid to the Participants in such manner and at such time as specified in this Trust Agreement; and

WHEREAS , it is the intention of the Corporation to make contributions in addition to the Initial Contribution (as defined below) or to obtain the Letter of Credit (as defined below) (such additional contributions and/or obtaining the Letter of Credit are referred to herein as the “Additional Contributions” and, together with the Initial Contributions, collectively known as “Contributions”) to the Trust upon or in anticipation of the occurrence of a Change of Control (as defined in Section 4(a) below) of the Corporation;

NOW, THEREFORE , in consideration of the mutual undertakings of the parties and other good and valuable consideration, the parties hereto do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Trust Fund

(a) Subject to the claims of its creditors as set forth in Section 7, the

Corporation hereby acknowledges that certain prior deposit with the Trustee in trust of One Hundred Dollars ($100.00) (the “Initial Contribution”).

(b) The Trust is intended to be a grantor trust, within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed accordingly. The Trust is not designed or intended to qualify under Section 401(a) of the Code.

(c) The principal of the Trust, and any earnings thereon (such principal, together with any earnings thereon and other increases thereof, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the “Trust Assets”), shall be held separate and apart from other funds of the Corporation and shall be used exclusively for the use and purposes herein set forth. The Participants shall not have any preferred claim on, or any beneficial ownership interest in, any of the Trust Assets prior to the time such Trust Assets are paid to the Participants pursuant to the terms of this Trust Agreement, and all rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of the Participants against the Corporation.

Section 2. Contributions

(a) Subject to the provisions of Section 2 (b) below, the Corporation, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

(b) As soon as practicable following a Change of Control or Potential Change of Control (as defined in Section 4(b) hereof), the Corporation or its agent shall calculate the maximum aggregate amount of the Corporation’s obligations under each Plan, and shall calculate an estimate of the expenses reasonably likely to be incurred during the period from the date of calculation through the five (5) days beyond the last date payments from each plan can be made (“the Target Date”). The aggregate of such amounts for all the Plans plus such additional amount as the Corporation or its agent reasonably determines to be necessary to pay the anticipated expenses of the Trust is hereinafter referred to as the “Maximum Amount Payable”. The Corporation shall have the obligation to make additional contributions (“Additional Contributions”) to the Trust, and shall make Additional Contributions to the Trust, within three business days of such calculation, in an amount in cash equal to the excess (the “Excess”), if any, of the Maximum Amount Payable over the then fair market value of the Trust Assets or the Corporation shall obtain for the benefit of the Trustee an irrevocable and unconditional Letter of Credit issued by one or more banks, each having a credit rating from Moody’s Investor Services, Inc. or Standard & Poors Corporation on its longer term unsecured debt obligations in one of the agencies’ two highest categories (an “Acceptable Bank”) sufficient for the Trustee to draw down an amount equal to the Excess (the “Letter of Credit”). The Letter of Credit may be issued by an Acceptable Bank acting as Trustee under this Trust Agreement. The Letter of Credit shall have a term which extends until the Target Date of each Plan or, if it has a shorter term, shall provide that the Trustee may draw down on it if it is not (i) extended until a date at least five days after the Target Date or (ii) replaced by a Letter of Credit, issued by an Acceptable Bank, with a term extending until a date at least five days after the Target Date in amount at least equal to the amount of the Letter of Credit (each such extended Letter of Credit and any replacement Letter of Credit shall be a Letter of Credit for all purposes of this Trust Agreement). If at any time following a Change of Control, a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Corporation’s agent that an Excess shall exist, the Corporation shall within three days of notice thereof either contribute such amount to the Trust as is necessary to eliminate the Excess or increase the Letter of Credit in the amount of such Excess and in the absence of such contribution or increase the Trustee shall fully draw down all Letters of Credit in its possession.

(c) Anything contained herein in Section 2(b) hereof to the contrary, in the event of a Potential Change of Control (as defined in Section 4(b) hereof), the Corporation shall have the obligation to make Additional Contributions to the Trust in an amount equal to the Excess or the Corporation shall obtain the Letter of Credit. If a Change of Control shall not have occurred within one hundred and twenty (120) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, then any amounts contributed to the Trust pursuant to Section 2(b) or this Section 2(c), together with any earnings thereon shall be promptly paid by the Trustee to the Corporation.

(d) The Corporation shall make all required Contributions to the Trust in cash or by delivery of the Letter of Credit. All Contributions so received (including any cash received on the draw down of the Letter of Credit), together with the income therefrom and any increment thereon, shall be held and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust without distinction between principal and income. The Trustee shall have no duty to require any contributions to be made to the Trust by the Corporation or to determine that a Change of Control or Potential Change of Control has occurred.

(e) Anything in Section 2 to the contrary, the Trustee shall return to the Corporation, or consent to a reduction in the amount of the Letter of Credit, as soon as feasible following the close of each calendar quarter within each calendar year, an amount equal to the excess, if any, of (i) the then aggregate fair market value of the Trust Assets (valuing the Letter of Credit at the maximum amount for which it may be drawn down) over (ii) 150% of the Maximum Amount Payable, as determined by the Corporation or its agent.

Section 3. Investment Authority and Powers of the Trustee

(a)

Except as provided below, the Corporation shall have the sole power

and responsibility for the management, disposition, and investment of Trust assets, and the Trustee shall promptly comply with written directions from the Corporation or its designated agent, which may include a recordkeeper or consultant for the Plan. The Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding the investment of Trust assets and shall retain such assets until directed in writing to dispose of them. Prior to issuing any such directions, the Corporation shall certify to the Trustee the person(s) at the Corporation or its agent who have the authority to issue such directions.

(b)

In the administration of the Trust, the Trustee shall have the following

powers; however, all powers regarding the investment of the Trust shall be done solely pursuant to direction of the Corporation or its delegated agent or, if applicable, an Investment Manager, unless the Trustee has been delegated investment authority:

(1)

To hold assets of any kind, including  shares of any registered

investment company, whether or not the Trustee or any of its affiliates provides investment advice or other services to such company and receives compensation for the services provided;

(2)

To sell, exchange, assign, transfer, and convey any security or

property held in the Trust, at public or private sale, at such time and price and upon such terms and conditions (including credit) as directed;

(3) To invest and reinvest assets of the Trust (including accumulated income) as directed;

(4) To vote, tender, or exercise any right appurtenant to any stock or securities held in the Trust, as directed;

(5) To consent to or to participate in any plan for the liquidation, reorganization, consolidation, merger or any similar action of any corporation, any security of which is held in the Trust, as directed;

(6) To sell or exercise any “rights” issued on any security held

in the Trust, as directed;

(7)

To cause all or any part of the assets of the Trust to be held in

the name of the Trustee (which in such instance need not disclose its fiduciary capacity) or, as permitted by laws, in the name of any nominee, and to acquire for the Trust any investment in bearer form, but the books and records of the Trust shall at all times show that all such investments are part of the Trust and the Trustee shall hold evidence of title to all such investments;

(8)

To make such distributions in accordance with the provisions

in this Trust Agreement;

(9)

To hold a portion of the Trust for the ordinary administration

and for the disbursement of funds in cash, without liability for interest thereon for such period of time as necessary, notwithstanding that the Trustee or an affiliate of the Trustee may benefit directly or indirectly from such uninvested amounts. It is acknowledged that the Trustee’s handling of such amounts is consistent with usual and customary banking and fiduciary practices, and any earnings realized by the Trustee or its affiliates will be compensation for its bank services in addition to its regular fees; and

(10)

To invest in deposit products of the Trustee or its affiliates,

or other bank or similar financial institution, subject to the rules and regulations governing such deposits, and without regard to the amount of such deposits, as directed.

(c)

From time to time, the Corporation may appoint one or more

investment managers who shall have investment management and control over all or a portion of the assets of the Trust (“Investment Manager”). The Corporation shall notify the Trustee in writing of the appointment of the Investment Manager. In the event more than one Investment Manager is appointed, the Corporation shall determine which assets shall be subject to management and control by each Investment Manager and shall also determine the proportion in which funds withdrawn or disbursed shall be charged against the assets subject to each Investment Manager’s management and control. Such Investment Manager shall direct the Trustee as to the investment of assets and any voting, tendering, and other appurtenant rights of all securities held in the portion of the Trust over which the Investment Manager is appointed. The Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding the investment of the Trust assets and shall retain such assets until directed in writing to dispose of them.

(d) The Corporation may delegate to the Trustee the responsibility to manage all or a portion of the Trust if the Trustee agrees to do so in writing. Upon written acceptance of that delegation, the Trustee shall have full power and authority to invest and reinvest the Trust in investments as provided herein, subject to any investment guidelines provided by the Corporation.

Section 4. Change of Control

(a) For purposes of this Trust Agreement, a “Change of Control”

shall mean:

(1) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (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 (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) 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”); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (i) 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, (ii) any acquisition by the Corporation or any entity controlled by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 4(a); or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then 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 Business Combination (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 Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation or any entity controlled by the Corporation resulting from such Business Combination or 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 Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; 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 the Outstanding Corporation 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 proportion 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; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(b) For purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if (i) any third person commences a tender or exchange offer (other than a tender or exchange offer which, if consummated, would not result in a Change of Control) for 20% or more of the then outstanding shares of common stock or combined voting power of the Corporation’s then outstanding voting securities; (ii) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (iii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iv) as a result of other circumstances, including circumstances similar or related to the foregoing, the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Potential Change of Control exists.

(c) The Corporation shall have a duty to inform the Trustee whenever a Change of Control or Potential Change of Control has occurred. If any two Participants jointly notify the Trustee in a writing signed by said Participants that a Change of Control has occurred, the Trustee shall promptly convey such writing to the Corporation. The Corporation may, in its discretion, request an opinion by an independent legal counsel to the Corporation as to whether a Change of Control has occurred. Independent legal counsel shall have ten business days to provide the Corporation with the requested opinion (which opinion may be based on representations of fact as long as counsel does not know that such representations are untrue). Unless, in the opinion of such independent legal counsel to the Corporation such a Change of Control has not occurred, a Change of Control will be deemed to have occurred for purposes of this Trust Agreement. Such opinion of legal counsel shall be made available to the Trustee and, if so requested, the Participants.

Section 5. Accounting by the Trustee

(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be done, including such specific records as shall be agreed upon in writing between the Corporation and the Trustee including on-line electronic records accessible to the Corporation and its agent. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Corporation a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased or sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be, and the book and fair market value of any such asset.

(b) All accounts, books and records maintained pursuant to Section 5

shall be open to inspection and audit at all reasonable times by the Corporation and on an annual basis, after receipt of the written account described in the next sentence, by the Participants; provided , however , that no Participant shall have access to information about another Participant’s Account other than in the normal course of performing his duties as a Director of the Corporation.

(c) The fair market value of the Trust Assets shall be determined by the

Trustee whenever required pursuant to this Trust Agreement and whenever any Plan is terminated or deemed terminated hereunder, but in any event not less than quarterly. The Trustee may base such determination upon such sources of information as it may deem reliable including, but not limited to, information reported in (i) newspapers of general circulation, (ii) standard financial periodicals or publications, (iii) statistical and valuation services, (iv) the records of securities exchanges or brokerage firms deemed by the Trustee to be reliable, or any combination thereof. The Trustee shall promptly inform the Corporation and the Consulting Firm of any such valuation.

Section 6. Payments to the Participants

(a) The Trustee shall make payments in cash to the Participants from the Trust Assets, if and to the extent such Trust Assets are available for distribution, in accordance with the provisions of this Trust Agreement and the applicable Plan, provided that the Corporation is not Insolvent (as defined in Section 7(a)) at the time any such payment is required to be made. The Corporation shall make provision for the reporting and withholding, if applicable, of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities. The Corporation shall direct the Trustee regarding such amounts to be withheld and the Trustee shall timely deposit such amounts with the Corporation so that the appropriate payment to the taxing authority can be timely made. Provided the Trustee acts in accordance with the Corporation’s directions and the terms of this Section 6(a), the Corporation shall indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to the Corporation’s failure to properly withhold and/or remit amounts due or to pay benefits to participants in connection with the Trust.

(b) Prior to a Change of Control, subject to Section 6(a) hereof, upon written demand made to the Corporation for payment by a Participant (or, if applicable, by the Participant’s beneficiary or beneficiaries) accompanied with a copy of a “Notice of Qualification” (as defined in 6(d) below) with respect to such Participant, the Corporation shall within five business days of such demand verify the contents of the Notice of Qualification. Upon verification of the Notice of Qualification, the Corporation shall promptly direct the Trustee to pay the Participant (or such beneficiary or beneficiaries if applicable) an amount equal to the Payment then due to the Participant, less any applicable taxes due under 6(a), subject to the proviso regarding the Trust Assets in this Paragraph 6(b). In the event of a Change of Control, the Corporation shall, within five business days, notify its agent of such verified Participant demand and Notice of Qualification. The agent shall, within five business days of such notification, direct the Trustee to pay the Participant (or such beneficiary or beneficiaries if applicable) an amount equal to the Payment then due to the Participant less any applicable taxes due under 6(a); provided , however , that if the aggregate of the unpaid Payments for all the Participants exceeds the then fair market value of the Trust Assets, then the agent (or the Corporation in the absence of a Change of Control) shall direct the Trustee to pay to the Participant (or the Participant’s beneficiary or beneficiaries if applicable) the lesser of the amount so demanded or such portion of the amount due to the Participant which is equal to the product of (a) the full amount due to the Participant multiplied by (b) a fraction (i) the numerator of which is the then fair market value of the Trust Assets and (ii) the denominator of which is the aggregate of the unpaid Payments due to all the Participants.

(c) After a Change of Control, whenever the agent notifies the Trustee that it has received a Notice of Qualification and a demand for payment from a Participant or beneficiary, the Trustee shall supply the agent with the current fair market value of the Trust Assets as at the next practical month-end so that the agent may make the determination required hereunder.

(d) For the purposes of this Trust Agreement, a “Notice of Qualification” shall be a written statement by the Participant or, if applicable, the Participant’s beneficiary or beneficiaries, that states that pursuant to the terms of the Plan applicable to such Participant or pursuant to which the Participant is a participant, the Participant or the Participant’s beneficiary or beneficiaries is entitled to payment thereunder and that the Corporation has not made such payment during the five business day period following written demand therefore.

(e) The agent shall be under no duty to make inquiry as to whether the Participant or the Participant’s beneficiary or beneficiaries submitting a Notice of Qualification is in fact entitled to any payment from a Plan or whether a written demand for payment was in fact given to the Corporation. If the agent in its sole discretion determines to investigate any Notice of Qualification, such investigation shall not extend beyond the date which is three days after the date it receives such Notice. Anything contained herein to the contrary notwithstanding, in the event that following a Change of Control (i) the agent receives a Notice of Qualification which in its sole discretion it determines to accept without investigation or after any such investigation, or (ii) the agent determines, in its sole discretion, that the Corporation has breached its obligation to make a payment to a Participant under any of the Plans, the agent shall direct the Trustee to pay, and the Trustee shall pay, to each Participant in each Plan the Payment to which such Participant would have been entitled if the Corporation had not breached its obligation to make a Payment.

(f) Anything in this Trust Agreement to the contrary notwithstanding, all payments pursuant to this Section 6 may be made without the approval or direction of the Corporation, shall be made despite any direction to the contrary by the Corporation and shall, in the event of a Change of Control, be made upon the direction of the agent.

(g) If the Trust Assets are not sufficient to make all payments to the Participants required to be made pursuant to the terms of the Plans, the Corporation shall pay to each Participant the balance (after exhaustion of the Trust Assets) of each such payment as it falls due. The Trustee shall not be liable for the inadequacy of the Trust to pay all amounts due under the Plans.

Section 7. Trustee Responsibility Regarding Payments to Trust Beneficiary

When Corporation Insolvent

(a) The Corporation shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Corporation is unable to pay its debts as they mature, or (ii) the Corporation is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state.

(b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Corporation as hereinafter set forth. At any time the Trustee has actual knowledge, or has received notice from the Corporation, that the Corporation is Insolvent, the Trustee shall deliver any undistributed Trust Assets to satisfy such claims as a court of competent jurisdiction may direct. The Board and/or the Chief Executive Officer of the Corporation shall have the duty to inform the Trustee of the Corporation’s Insolvency. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation has become Insolvent, the Trustee shall determine whether the Corporation is Insolvent and, pending such determination, the Trustee shall discontinue payments to the Participants, shall hold the Trust Assets for the potential benefit of the Corporation’s general creditors. The Trustee shall resume payments to the Participants in accordance with Section 6 of this Trust Agreement only after the Trustee has been directed by the Corporation or its agent that the Corporation is not Insolvent (or is no longer Insolvent). If the Trustee in good faith and with the advice of such advisors as may be retained pursuant to Section 8 hereof is unable to determine whether the Corporation is Insolvent, the Trustee (i) shall so notify the Corporation and its agent in writing .Any of the Trustee, the Corporation or any of the Participants or any of their beneficiaries may apply to any court of competent jurisdiction for a determination, for purposes of this Trust, as to whether or not the Corporation is Insolvent, and (ii) the Trustee shall thereupon hold the Trust Assets pursuant to the terms of this Trust Agreement pending the determination of such court. Unless the Trustee has actual knowledge of the Corporation’s Insolvency, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. The Trustee may in all events rely on such evidence concerning the Corporation’s solvency as may be furnished to the Trustee as will give the Trustee a reasonable basis for making a determination concerning the Corporation’s solvency. Nothing in this Trust Agreement shall in any way diminish any rights of a Participant to pursue his rights as a general creditor of the Corporation with respect to the Agreements or otherwise.

(c) If the Trustee discontinues payments from the Trust to any Participant or beneficiary pursuant to Section 7(b) and subsequently resumes such payments, the first payment following such discontinuance shall, subject to Sections 6(a) and 6(b) hereof, include the aggregate amount of all payments which would have been made to the Participant or beneficiary (together with interest at a rate equal to the higher of (i) the rate determined pursuant to Section 1274 of the Code, on the amount delayed and (ii) the Federal Funds Rate during the period of such discontinuance, less the aggregate amount of payments made to each such Participant or beneficiary by the Corporation in lieu of the payments provided for hereunder during any such period of discontinuance, as certified to the Trustee by the agent. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the domestic business day next succeeding such day.

Section 8. Responsibility of Trustee

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided , however , that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Corporation contemplated by and complying with the terms of this Trust Agreement and the Corporation shall indemnify and hold harmless the Trustee, its officers, employees, and agents from and against all liabilities, losses, and claims (including reasonable attorney’s fees and costs of defense) for actions taken or omitted by the Trustee in accordance with the direction given by the Corporation The Trustee shall discharge its responsibility for the control of the Trust Assets solely in the interest of the Participants and for the exclusive purpose of assuring that, to the extent of available Trust Assets, all Plan Payments are paid when due to the Participants or any beneficiary or beneficiaries thereof. In the event of a dispute in relation to the Trust between the Corporation and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement (except for litigation in which the Trustee is alleged to have acted grossly negligent or engaged in willful misconduct), unless it be first indemnified by the Corporation against its prospective costs, expenses and liability, and the Corporation hereby agrees to indemnify the Trustee for such costs, expenses and liability.

(c) The Trustee may consult with legal counsel (who may also be counsel for the Corporation generally) with respect to any of its duties or obligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel. And the Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. The Corporation shall pay such reasonable expenses for services of such individuals or entities based on such substantiation and documentation as requested by the Corporation. If the Corporation, without good cause, does not pay such expenses in a reasonably timely manner, the Trustee may obtain payment from the Trust.

(d) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation of Trustee

The Trustee shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Corporation and the Trustee. Such compensation shall be payable by the Corporation and if not so paid, shall be paid by the Trustee from the Trust Assets. In the event any Trust Assets are used or required pursuant to the preceding sentence to pay compensation to the Trustee, the Corporation shall promptly contribute to the Trust any such amount.

Section 10. Resignation and Removal of the Trustee and the Appointment of a Successor.

(a) The Trustee may resign at any time during the term of this Trust (if prior to a Change of Control or a Potential Change of Control) by delivering to the Corporation a written notice of the proposed resignation which shall be effective 30 days after receipt of such notice unless the Corporation and the Trustee agree otherwise. The Trustee may be removed by the Corporation on 30 days notice or upon shorter notice accepted by the Trustee.

(b) In the event that the Trustee notifies the Corporation of its intention to resign or is removed by the Corporation, the Corporation shall appoint a successor Trustee which shall be a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment shall be effective when accepted in writing by the new Trustee. The Trustee hereunder shall thereupon deliver to the successor Trustee all property of this Trust, together with such records and documents as may be reasonably required to enable the successor Trustee to properly administer the Trust, reserving such funds as it reasonably deems necessary to cover its unpaid bills for services as Trustee and reasonable expenses and closing costs.

(c) All right, title and interest of the resigning Trustee in the Trust Assets and all rights and privileges under this Trust Agreement theretofore vested in such resigning Trustee shall vest in the successor Trustee where applicable, and thereupon all future liability of said resigning Trustee shall terminate; provided, however, that the Trustee shall execute, acknowledge and deliver all documents and written instruments which are necessary to transfer and convey the right, title and interest in the Trust Assets, and all rights and privileges to the successor Trustee.

(d) Nothing in this Trust Agreement shall be interpreted as depriving the Trustee or the Corporation of the right to have a judicial settlement of the Trustee’s accounts, and upon any proceeding for a judicial settlement of the Trustee’s accounts or for instructions the only necessary parties thereto will be the Trustee and the Corporation.

Section 11. Amendment or Termination

(a) Prior to the time any Additional Contribution is made or required to be made (or, after the time all such Additional Contributions have been returned to the Corporation in accordance with Section 2(c) hereof) this Trust Agreement may be amended to any extent (including amendments to Exhibit A hereto) by a written instrument executed by the Trustee and the Corporation.

(b) This Trust shall be revocable by the Corporation prior to the time any Additional Contribution is made or required to be made pursuant to the terms hereof by the Corporation to the Trust and may be terminated by the Corporation prior thereto (or, after the time all Additional Contributions have been returned to the Corporation in accordance with Section 2(c) hereof). After the occurrence of a Change of Control, the Trust shall remain in effect until the receipt by the Trustee of (i) a certification from the Corporation that all liabilities under all the Plans have been satisfied; provided that, if any payment made from the Trust or to be made pursuant to any of the Plans is being contested or litigated, the Trust shall remain in effect until such contest, litigation or dispute is resolved..

(c) At the termination of the Trust pursuant to Section 11(b), the Trustee shall as soon as practicable, but in any event within ninety days of the date of such termination, transfer to the Corporation in cash the value of the Trust Assets as of the termination date.

Section 12. Protection of the Trustee

(a) The Corporation agrees, to the extent permitted by applicable law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it by reason of its taking or refraining from taking any action pursuant to this Trust Agreement, including, without limiting the generality of the foregoing, any claim brought against the Trustee by the Corporation, in any case, other than on account of the Trustee’s own gross negligence or willful misconduct.

(b) The Trustee shall be fully protected in relying upon a certification of an authorized representative of the Corporation or its agent with respect to any instruction, direction or approval of the Corporation or its agent until a subsequent certification is filed with the Trustee.

(c) The Trustee shall be fully protected in acting upon any instrument, certificate, or paper reasonably believed by it to be genuine and to be signed or presented by the proper person or persons, and the Trustee shall not be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the Trust and accuracy of the statements therein contained.

(d) The Trustee shall not be liable for the proper application of any part of the Trust Fund if distributions are made in accordance with the terms of this Trust Agreement and information furnished to the Trustee by the Corporation or its agent. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any monies, securities or other property paid or delivered to the Trustee.

Section 13. Communication

(a) Communications to the Corporation shall be addressed to the Corporation at:

MoneyGram International, Inc.

1550 Utica Avenue South

St. Louis Park, Minnesota 55416

Attention: Vice President, Human Resources

with a copy to: Vice President, General Counsel

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(b) Communications to the Trustee shall be addressed to the Trustee at:

Wells Fargo Bank, N.A.

Institutional Trust Services

MAC N9303-08B

608 2 ^nd Avenue South

Minneapolis, MN 55479

Attention: Todd Crandall

Section 14. Severability and Alienation

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating or in any other way limiting the remaining provisions hereof.

(b) The rights, benefits and payments of a Participant payable from the Trust Assets may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except insofar as such Trust Assets are subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency or bankruptcy. Any attempt by a Participant to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void. The Trust Assets shall not in any manner be subject to the debts, contracts, liabilities, engagements or torts of any Participant and payments hereunder shall not be considered an asset of the Participant in the event of his insolvency or bankruptcy.

Section 15. Governing Law

This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflicts of law.

Section 16. Miscellaneous

(a) Expenses and fees of the Corporation for the administration of this Trust and services in relation thereto for actuarial, legal and accounting and other similar expenses, including any costs with respect to the creation of the Trust, shall be paid by the Corporation and, if not so paid may be paid by the Trustee from the Trust Assets.

(b) Participation in this Trust shall not give any Participant any right to be retained as an employee or outside director of the Corporation nor any rights other than those specifically enumerated herein.

(c) Any payment to any Participant or his beneficiary in accordance with the provisions of this Trust shall, to the extent thereof, be in full satisfaction of all claims against the Trustee and the Corporation under the Agreements. Nothing in this Trust shall relieve the Corporation of its liability to pay benefits under the Agreements except to the extent such liabilities are met through the use of the Trust Assets.

(d) Headings in this Trust Agreement are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

(e) This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original and said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart.

(f) This Trust Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns.

(g) As used in this Trust Agreement, the masculine gender shall include the feminine and neuter genders.

(h) Any action of the Corporation pursuant to this Trust Agreement, including all orders, requests, data, directions, instructions and other related information shall be in a written communication signed or verified on behalf of the Corporation by an officer or named agent of the Corporation.

(i) In the event that a Participant and his beneficiary shall both be deceased prior to the time payment is due the Participant or his beneficiary, then payment shall be made if due to the estate of the deceased Participant.

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IN WITNESS WHEREOF , the Corporation and the Trustee have executed this Agreement as of the date first above written.

MONEYGRAM INTERNATIONAL, INC .

By:      
Name:
Title:

WELLS FARGO BANK, N.A., Trustee

By:      
Name:
Title:

By:      
Name:
Title:

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EXHIBIT A

MoneyGram International, Inc. Supplemental 401(k) Plan, as adopted August 18, 2005, and as may be further amended in the future

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EXHIBIT 99.02

AMENDED AND RESTATED
INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of the       day of       ,       , by and between MoneyGram International, Inc. (the “Corporation”), a Delaware corporation, and       , a Director of the Corporation (the “Director”).

Recitals

A. The Director has been elected to serve as a director of the Corporation and the Corporation desires the Director to continue in such capacity.

B. In addition to the indemnification to which the Director is entitled under the Amended and Restated Certificate of Incorporation of the Corporation (the “Articles”), the Corporation at its sole expense maintains insurance protecting its officers and directors against certain losses arising out of actual or threatened actions, suits or proceedings to which such persons may be made or threatened to be made parties (“D & O Insurance”). However, the coverage of the Corporation’s D & O Insurance has decreased in recent years and the Corporation and the Director cannot be sure that insurance coverage will continue to be available in the future or, if available, that it will not be unreasonably expensive to purchase and maintain.

C. The Articles and the Delaware General Corporation Law specifically provide that they are not exclusive, and thereby contemplate that contracts may be entered into between the Corporation and the members of its Board of Directors with respect to indemnification of such directors.

Agreement

In order to induce the Director to continue to serve in the Director’s capacity as a director and in consideration of the Director’s valuable services for the Corporation, the Corporation and the Director agree as follows:

1.  Continued Service . Director will continue to serve at the will of the Corporation, or in accordance with separate contract to the extent that such a contract is in effect at the time in question, as a director of the Corporation so long as the Director is duly elected and qualified in accordance with the Articles and the Bylaws of the Corporation (“Bylaws”) or until the Director resigns in accordance with applicable law.

2.  Indemnity of Director . The Corporation shall hold harmless and indemnify Director to the full extent authorized or permitted by the provisions of the Delaware General Corporation Law or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.

3.  Maintenance of Insurance and Self Insurance .

(a) Subject only to the provisions of Section 3(b) hereof, so long as Director shall continue to serve as a director of the Corporation (or shall continue at the request of the Corporation to serve as a director of another corporation, partnership, joint venture, trust or other enterprise) and thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that Director was a director of the Corporation or served in any of said other capacities, the Corporation will purchase and maintain in effect for the benefit of Director one or more valid, binding and enforceable policies of D & O Insurance providing, in all respects, coverage at least comparable to that presently provided.

(b) The Corporation shall not be required to maintain said policies of D & O Insurance in effect if said insurance is not reasonably available or if, in the reasonable business judgment of the then directors of the Corporation, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance.

(c) In the event the Corporation does not purchase and maintain in effect said policies of D & O Insurance pursuant to the provisions of Section 3(b) hereof, the Corporation shall hold harmless and indemnify Director to the full extent of the coverage which would otherwise have been provided for the benefit of Director pursuant to such D & O Insurance.

4.  Additional Indemnity . Subject only to the exclusions set forth in Section 5 hereof, and without limiting any right which Director may have now or in the future pursuant to the Delaware General Corporation Law, the Articles, the Bylaws, any other agreement, any resolution, any policy of insurance or otherwise, the Corporation hereby further agrees to hold harmless and indemnify Director:

Against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether by third parties or by or in the right of the Corporation to which Director at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is or was a director of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director of another corporation, partnership, joint venture, trust or other enterprise.

5.  Limitations on Additional Indemnity . No indemnity pursuant to Section 4 hereof shall be paid by the Corporation:

(a) for which and to the extent that payment is actually made to Director under a valid and collectible insurance policy;

(b) for which and to the extent that Director is indemnified or receives a recovery otherwise than pursuant to Section 4;

(c) on account of any suit in which judgment is rendered against Director for an accounting of profits made from the purchase or sale by Director of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;

(d) with respect to acts or omissions which are not in good faith or which constitute intentional misconduct or a knowing violation of law;

(e) with respect to authorization by Director of the unlawful payment of a dividend or other distribution on the Corporation’s capital stock or the unlawful purchase of its capital stock;

(f) with respect to any transaction from which Director derived an improper personal benefit; or

(g) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

6.  Notification and Defense of Claim . Promptly after receipt by Director of notice of the commencement of any action, suit or proceeding, Director will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Director otherwise than under this Agreement or from any liability which is not directly related to the failure of Director promptly to so notify the Corporation. With respect to any such action, suit or proceeding as to which Director notifies the Corporation of the commencement thereof:

(a) The Corporation will be entitled to participate therein at its own expense; and,

(b) Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to Director. After notice from the Corporation to Director of its election so to assume the defense thereof, the Corporation will not be liable to Director under this Agreement for any legal or other expenses subsequently incurred by Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Director shall have the right to employ the Director’s counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Director unless (i) the employment of counsel by Director has been authorized by the Corporation (ii) Director shall have reasonably concluded that there may be a conflict of interest between the Corporation and Director in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to continue the defense of any action, suit or proceeding properly brought by or on behalf of the Corporation or as to which Director shall have made the conclusion provided for in (ii) above.

(c) The Corporation shall not be required to indemnify Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Director without Director’s written consent. Neither the Corporation nor Director will unreasonably withhold its consent to any proposed settlement.

7.  Advance Payments .

(a) Director shall be entitled to receive advance payments in the amount of all costs, charges, and expenses, including attorney and other fees and expenses, actually and reasonably incurred or reasonably to be incurred by Director in defense of any action, suit or proceeding as described in Section 4 hereof.

(b) Director agrees that the Director will reimburse the Corporation for all costs, charges and reasonable expenses paid or advanced by the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding against Director in the event and only to the extent that it ultimately shall be determined that Director is not entitled to be indemnified by the Corporation for such costs, charges and expenses under the provisions of this Agreement.

8.  Indemnification Request .

1.  Advancement .

(a) Director shall in order to request advanced payments according to Section 7 hereof, submit to the Board of Directors a sworn statement of request for advancement of expenses in the form of Exhibit 1 attached hereto and made a part hereof (“the Advancement Request”), stating that (i) the Director has incurred or will incur actual expenses in defending an action, suit, or proceeding as described in Section 4 hereof and (ii) the Director undertakes to repay such amount if it shall ultimately be determined that the Director is not entitled to be indemnified by the Corporation under this Agreement.

(b) Upon receipt of the Advancement Request the Chairman of the Board, the President or any Vice President shall authorize immediate payment of the expenses stated in the Advancement Request within 10 calendar days, whereupon such payments shall immediately be made by the Corporation. No security shall be required in connection with any Advancement Request and it shall be accepted without reference to Director’s ability to make repayment.

2.  Indemnification .

(a) Director, in order to request indemnification pursuant to Section 4 hereof, shall submit to the Board of Directors a sworn statement of request for indemnification in the form of Exhibit 2 attached hereto and made a part hereof (the “Indemnification Request”) stating that Director is entitled to indemnification under this Agreement. Such Indemnification Request shall contain a summary of the action, suit or proceeding and an itemized list of all payments made or to be made with respect to which indemnification is requested.

(b) The Board of Directors shall be deemed to have determined that Director is entitled to such indemnification unless , within 30 days after submission of the Indemnification Request, the Board of Directors shall have notified Director in writing that it has determined, by a majority vote of directors who were not parties to such action, suit or proceeding based upon clear and convincing evidence, that Director is not entitled to indemnification under this Agreement. The evidence shall be disclosed to Director in such notice which shall be sworn to by all directors who participated in the determination and voted to deny indemnification.

(c) In the event that (i) a majority vote according to Section 8.2(b) cannot be obtained or that (ii) there is a change in control of the Corporation (other than a change in control which has been approved by members of the Board of Directors who were directors prior to such change in control), the following procedure shall take place:

(aa) Director shall choose subject to Corporation approval (which approval shall not be unreasonably withheld) counsel who has not performed any services for the Corporation or Director within the last five years and who is in good standing (“Independent Legal Counsel”).

(bb) Independent Legal Counsel shall then determine within (i) thirty (30) days after submission of the Indemnification Request, or (ii) the Director’s acceptance to act as an Independent Legal Counsel, or (iii) such reasonable time as is required under the circumstances, whichever comes later, whether Director is entitled to indemnification under this Agreement. Indemnification may only be denied according to Section 5 hereof and only based upon clear and convincing evidence. In the case of a denial, Independent Legal Counsel shall submit to the Board of Directors and to Director within 10 days after the decision a written opinion disclosing the grounds and the evidence upon which such decision was based. The decision of Independent Legal Counsel shall be final.

(d) The termination of any action, suit or proceeding by judgement, order, settlement or conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that Director’s conduct was such that indemnity is not available pursuant to Section 5.

9.  Continuation of Indemnity . All agreements and obligations of the Corporation contained herein shall continue during the period Director is a director of the Corporation (including service at the request of the Corporation as a director of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Director was a director of the Corporation or serving in any other capacity referred to herein.

10.  Enforcement .

(a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on the Corporation hereby in order to induce Director to serve or continue to serve as a director of the Corporation, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.

(b) In the event Director is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Corporation shall reimburse Director for all of Director’s reasonable fees and expenses in bringing and pursuing such action.

11.  Severability . If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

12.  Governing Law; Binding Effect; Amendment and Termination .

(a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.

(b) This Agreement shall be binding upon Director and upon the Corporation, its successors and assigns, and shall inure to the benefit of Director, the Director’s heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns.

(c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

MONEYGRAM INTERNATIONAL, INC.

By: Name:
Title:

DIRECTOR

Name:

EXHIBIT 99.03

MONEYGRAM INTERNATIONAL, INC.

AMENDED AND RESTATED

MANAGEMENT AND LINE OF BUSINESS INCENTIVE PLAN

Section 1. Purpose . The purpose of the Plan is to provide key executives of the Corporation and its subsidiaries with an incentive to achieve goals as set forth under the Plan for each Plan Year for the Corporation and/or their respective line of business and to provide effective management and leadership to that end. The Plan will provide key executives incentive bonuses based upon appropriately weighted pre-defined income and other performance measurements.

Section 2. Definitions . The following definitions are applicable to the Plan:

“2004 Omnibus Plan” shall mean the MoneyGram International, Inc. 2004 Omnibus Incentive Plan, as amended from time to time.

“2005 Omnibus Plan” shall mean the MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as amended from time to time.

“Affiliate” shall mean any “Parent Corporation” or “Subsidiary Corporation” of the Corporation as such terms are defined in Section 425(e) and (f), or the successor provisions, if any, respectively, of the Code.

“Board” shall mean the Board of Directors of the Corporation.

“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 (c) below; 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 (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 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 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 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 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 the Corporation or such 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 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 Corporation Common Stock and Outstanding Corporation Voting Securities, respectively; 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.

“Code” shall mean the Internal Revenue Code of 1986, as amended, or its successor general income tax law of the United States.

“Committee” shall mean the Human Resources Committee of the Board or any successor committee of the Board designated by the Board to administer the Plan. Each member of the Committee shall be an “outside director” within the meaning of Section 162(m) of the Code.

“Common Stock” shall mean the common stock, par value $.01 per share, of the Corporation.

“Company” shall mean each line of business or corporate group listed below:

The Corporation may, by action of the Board or the Committee, add or remove lines of business or corporate groups included in the definition of “Company” from time to time.

“Corporation” shall mean MoneyGram International, Inc., a Delaware corporation, or any successor corporation.

“Earnings” shall mean income from continuing operations after tax.

“Earnings Per Share from Continuing Operations” shall have the meaning set forth in Section 4(c).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Executive Officers” shall have the meaning set forth in Section 16(b) of the Exchange Act.

“Gross Profit” shall mean net revenue, computed as total revenue less commissions.

“Operating Cash Flow” shall have the meaning set forth in Section 4(b).

“Operating or Pre-Tax Income” shall have the meaning set forth in Section 4(a).

“Participant” shall mean any employee of the Corporation or any of its Affiliates who is selected for participation in the Plan pursuant to Section 6.

“Plan” shall mean this Amended and Restated MoneyGram International, Inc. Management and Line of Business Incentive Plan, as may be further amended from time to time.

“Plan Year” shall mean a calendar year.

“Special Achievement Awards” shall have the meaning set forth in Section 9.

Section 3. Funding Limit . A funding limit shall be established annually for each Participant who is an Executive Officer. The funding limit shall be an amount determined by multiplying the actual net income from continuing operations of a Company for the Plan Year by the percent of such actual net income approved by the Committee for such funding limit. In the case of a Company which is a corporate group, the measure of the actual net income from continuing operations shall be that of the Corporation as a whole. An Executive Officer cannot be paid a larger bonus than the funding limit provided by this Section 3, but may be paid less in the discretion of the Committee based on the performance goals set forth below and other such factors which the Committee may consider.

Section 4. Performance Goals .

(a) Operating or Pre-Tax Income . An appropriate Operating Income or Pre-Tax Income target for the Plan Year for a Company may be recommended by the Chief Executive Officer of the Corporation to the Committee for approval, taking into account overall corporate objectives, historical income and Plan Year financial plan income (on the same basis as determined below) and, if appropriate, other circumstances. In the case of a Company which is a corporate group, Operating Income or Pre-Tax Income shall be that of the Corporation as a whole.

“Operating or Pre-Tax Income” to be used in calculating the bonus pool of each Company shall mean operating income before minority interest, interest expense and taxes, after deduction of corporate overhead, or pre-tax income after minority interest, in each case adjusted to appropriately exclude the effects of gains and losses from the sale or other disposition of capital assets other than vehicles. Any significant unusual or non-recurring items will be excluded for purposes of determining actual or target Operating or Pre-Tax Income.

Incentives to be paid under the Plan must be deducted from the Company’s earnings by the end of the year. Goals must be achieved after deducting from actual results all incentive compensation applicable to the year, including those incentives earned under the Plan.

(b) Operating Cash Flow . An appropriate Operating Cash Flow target for the Plan Year for a Company may be recommended by the Chief Executive Officer of the Corporation to the Committee for approval. This measurement is intended to place increased emphasis on delivering available cash to the Corporation.

“Operating Cash Flow” is defined as the net change in cash resulting from the operations of the Company, excluding the impact of the change in cash and cash equivalents (substantially restricted), receivables, net (substantially restricted) and payment service obligations as these items (while reported under operating cash flow in accordance with accounting principles generally accepted in the United States) relate to investing activity and are not deemed to be part of operating activity. Operating Cash Flow excludes the impact of investing activities and financing activities. In the case of a Company which is a corporate group, Operating Cash Flow shall be that of the Corporation as a whole.

(c) Earnings Per Share from Continuing Operations . An appropriate Earnings Per Share from Continuing Operations target for the Corporation may be recommended by the Chief Executive Officer of the Corporation to the Committee for approval after considering historical earnings per share from continuing operations, Plan Year financial plan income, overall corporate objectives, and, if appropriate, other circumstances.

“Earnings Per Share from Continuing Operations” will be calculated on a fully diluted basis, the numerator of which is earnings from continuing operations and denominator of which is fully diluted shares, calculated in accordance with accounting principles generally accepted in the United States.

An appropriate average three-year Earnings Per Share from Continuing Operations target for the Corporation will be established after considering historical income per share from continuing operations, finance plan income per share from continuing operations for the Plan Year, overall corporate objectives and, if appropriate, other circumstances. An appropriate range of values above and below such target will then be selected to measure achievement above or below the target.

Earnings Per Share from Continuing Operations is determined before unusual or extraordinary items, effects of changes in accounting principles or a change in federal income tax rates after the target has been set. Reclassification of a major business unit to discontinued operations status after targets have been set would also require adjustment because of the effect on continuing operations results. While gains on disposition of a business would normally not be included in determining actual Plan Year net income or income per share, in the event of the sale of a subsidiary or major business unit, a portion of gain would be included equal to the difference between the sold unit’s planned net income for the year and actual results to date of sale plus calculated interest savings on proceeds for the balance of the year, so that actual results are not penalized for selling a business.

Incentives to be paid under the Plan must be deducted from the Corporation’s earnings by the end of the year. Goals must be achieved after deducting from actual results all incentive compensation applicable to the year, including those incentives earned under the Plan.

(d) Other Performance Measurements . An appropriate number of performance measurements other than or in addition to Operating or Pre-Tax Income, Operating Cash Flow, and Earnings Per Share from Continuing Operations may be established for each Company to place increased emphasis on areas of importance to achieving overall corporate objectives, with the Chief Executive Officer of the Corporation recommending to the Committee the measures to be used and, at the end of the year, the level of achievement against such measures; provided , however , that the performance measurements selected must be permissible performance goals under the 2004 Omnibus Plan or the 2005 Omnibus Plan, as applicable.

(e) Gross Profit . The bonus pool earned will be subject to further adjustment whereby the total bonus pool otherwise accruable will be adjusted by 105% if more than target Gross Profit is achieved. If Gross Profit is achieved between the minimum and target, the bonus pool earned will be adjusted by 1% for every increment above the minimum, up to 5% with the increment determined at the time the target and minimum are established. The Committee may, however, in its discretion, change the adjustment percentages set forth in this Section 4(e) at any time and from time to time.

(f) Establishing Targets . The targets for Gross Profit, Operating or Pre-Tax Income, Operating Cash Flow, Earning Per Share from Continuing Operations and for any other performance measurements for a Plan Year, and any special rules relating to the computation of the performance measurements, will be established by the Committee no later than 90 days after the beginning of the Plan Year after receiving the recommendations of the Chief Executive Officer of the Corporation.

Section 5. Participant Eligibility . The Committee will select the Executive Officers eligible for participation no later than 90 days after the beginning of the Plan Year. Other personnel will be eligible for participation as approved by the President and Chief Executive Officer of the Corporation. The selection of Participants will be limited only to those Executive Officers and other personnel who occupy a position in which they can significantly affect operating results as pre-defined by appropriate and consistent criteria.

Individuals not qualifying under the criteria established for the Plan Year who were included in the previous year will be grandfathered (continue as qualified Participants until retirement, reassignment, or termination of employment) if designated and approved by the President and Chief Executive Officer of the Corporation.

Section 6. Target Bonuses . Target bonuses will be approved by the Committee for each Executive Officer in writing within the following parameters no later than 90 days after the beginning of the Plan Year and will be expressed as a percentage of salary paid during the year.

Target bonuses for other eligible personnel will be established in writing within the following parameters subject to approval by the President and Chief Executive Officer of the Corporation.

Actual bonus awards will be dependent on Company performance in comparison to the established targets. A threshold performance will be required before any bonus award is earned under the Operating or Pre-Tax Income goal. Bonus awards will also be capped when stretch performance levels are achieved.

(1)

Target bonus and cap, as determined by the Committee, is dependent upon organization reporting relationships.

(2)

Reflects minimum achievement of all performance targets. Threshold could be lower if minimum achievement of only one performance target is met.

(3)

For most positions below the director level, the maximum formula award that may be earned will be less than the cap.

Section 7. Individual Bonus Awards . Individual bonus awards will be equal to the product of the target bonus percentage multiplied by the weighted average percentage of bonus pool accrued, multiplied by the individual’s actual base salary earnings during the Plan Year, subject to adjustments as follows:

(a) discretionary upward or downward adjustment of formula bonus awards by the Committee after considering the recommendation of the President and Chief Executive Officer of the Corporation for those Participants not affected by Section 162(m) of the Code, and

(b) discretionary downward adjustment of awards by the Committee for those Executive Officers affected by Section 162(m) of the Code, and

(c) no individual award may exceed the individual’s capped target award, the funding limit with respect to Executive Officers established pursuant to Section 3 or the limits set forth in the 2004 Omnibus Plan or the 2005 Omnibus Plan, as applicable, and

(d) the aggregate bonus awards may not exceed the limits set forth in the 2004 Omnibus Plan or the 2005 Omnibus Plan, as applicable.

Section 8. Repayment Provisions .

(a) Non-Compete . Unless a Change of Control shall have occurred after the date hereof:

(1) In order to better protect the goodwill of the Corporation and its Affiliates and to prevent the disclosure of the Corporation’s or its Affiliates’ trade secrets and confidential information and thereby help ensure the long-term success of their respective businesses, each Participant in the Plan, without prior written consent of the Corporation, will not engage in any activity or provide any services, whether as a director, manager, supervisor, employee, adviser, agent, consultant, owner of more than five percent of any enterprise or otherwise, for a period of two years following the date of such Participant’s termination of employment with the Corporation or any of its Affiliates, in connection with the manufacture, development, advertising, promotion, design, or sale of any service or product which is the same as or similar to or competitive with any services or products of the Corporation or its Affiliates (including both existing services or products as well as services or products known to such Participant, as a consequence of such Participant’s employment with the Corporation or one of its Affiliates, to be in development):

(A) with respect to which such Participant’s work has been directly concerned at any time during the two years preceding termination of employment with the Corporation or one of its Affiliates, or

(B) with respect to which during that period of time such Participant, as a consequence of Participant’s job performance and duties, acquired knowledge of trade secrets or other confidential information of the Corporation or its Affiliates.

(2) For purposes of the provisions of Section 8(a), it shall be conclusively presumed that a Participant in the Plan has knowledge of information he or she was directly exposed to through actual receipt or review of memos or documents containing such information, or through actual attendance at meetings at which such information was discussed or disclosed.

(3) If, at any time within two years following the date of a Participant’s termination of employment with the Corporation or any of its Affiliates, such Participant engages in any conduct agreed to be avoided in accordance with Section 8(a), then all bonuses paid under the Plan to such Participant during the last 12 months of employment shall be returned or otherwise repaid by such Participant to the Corporation. Participants in the Plan consent to the deduction from any amounts the Corporation or any of its Affiliates owes to such Participants to the extent of the amounts such Participants owe the Corporation hereunder.

(b) Misconduct . Unless a Change of Control shall have occurred after the date hereof, all bonuses paid for the 2003 Plan Year and thereafter under the Plan to any Participant shall be returned or otherwise repaid by such Participant to the Corporation if the Corporation reasonably determines that during a Participant’s employment with the Corporation or any of its Affiliates:

(A) such Participant knowingly participated in misconduct that causes a misstatement of the financial statements of the Corporation or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Corporation applicable to such Participant or of the compliance program or similar program of the Corporation; or

(B) such Participant was aware of and failed to report, as required by any code of ethics of the Corporation applicable to such Participant or by the Always Honest compliance program or similar program of the Corporation, misconduct that causes a misstatement of the financial statements of the Corporation or any of its Affiliates or misconduct which represents a material knowing violation of any code of ethics of the Corporation applicable to such Participant or of the Always Honest compliance program or similar program of the Corporation.

Participants in the Plan consent to the deduction from any amounts the Corporation or any of its Affiliates owes to such Participants to the extent of the amounts such Participants owe the Corporation hereunder.

(c) Acts Contrary to the Corporation . Unless a Change of Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any time within two years after the award of any bonus under the Plan to a Participant that such Participant has acted significantly contrary to the best interests of the Corporation, including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then any bonus paid under the Plan to such Participant during the prior two-year period shall be returned or otherwise repaid by the Participant to the Corporation. Participants in the Plan consent to the deduction from any amounts the Corporation or any of its Affiliates owes to such Participants to the extent of the amounts such Participants owe the Corporation hereunder.

(d) Reasonable Determination . The Corporation’s reasonable determination required under Sections 8(b) and (c) shall be made by the Committee, in the case of Executive Officers of the Corporation, and by the President and Chief Executive Officer and Corporate Compliance Officer of the Corporation, in the case of all other personnel.

Section 9. Special Achievement Awards . Special bonuses of up to 15% of base salary for exceptional performance to employees (primarily exempt employees) who are not Participants in the Plan, including newly hired employees, may be recommended at the discretion of the Chief Executive Officer to the Committee.

Section 10. Approval and Distribution . The individual incentive bonus amounts and the terms of payment thereof will be fixed following the close of the Plan Year by the Committee. All amounts payable to Participants under the Plan shall be paid following Committee approval within 75 days following the close of the Plan Year. The Committee shall certify in writing that the performance goals have been met prior to payment of bonus awards to the extent required by Section 162(m).

Section 11. Compensation Advisory Committee . The Compensation Advisory Committee is appointed by the President and Chief Executive Officer of the Corporation to assist the Committee in the implementation and administration of the Plan. The Compensation Advisory Committee shall propose administrative guidelines to the Committee to govern interpretations of the Plan and to resolve ambiguities, if any, but the Compensation Advisory Committee will not have the power to terminate, alter, amend, or modify the Plan or any actions hereunder in any way at any time.

Section 12. Special Compensation Status . All bonuses paid under the Plan shall be deemed to be special compensation and, therefore, unless otherwise provided for in another plan or agreement, will not be included in determining the earnings of the recipients for the purposes of any pension, group insurance or other plan or agreement of the Corporation. Participants in the Plan shall not be eligible for any contractual or other short-term (sales, productivity, etc.) incentive plan except in those cases where participation is weighted between the Plan and any such other short-term incentive plan.

Section 13. Deferrals . Currently, all programs for deferred compensation for employees are frozen. The Board may, in its sole discretion, elect to reinstate a deferred compensation plan or plans at some point in the future.

Section 14. Plan Termination . The Plan shall continue in effect until such time as it may be canceled or otherwise terminated by action of the Board and will not become effective with respect to any Company unless and until the Board or the Committee adopts a specific plan for such Company. The Board may terminate, amend, alter, or modify the Plan at any time and from time to time. Participation in the Plan for any Plan Year shall not create any right to participate in the Plan for any subsequent Plan Year.

Section 15. Employee Rights . No Participant in the Plan shall be deemed to have a right to any part or share of the Plan, except as provided in Section 16. The Plan does not create for any employee or Participant any right to be retained in service by the Corporation or any of its Affiliates, nor affect the right of the Corporation or any of its Affiliates to discharge any employee or Participant from employment. Except as provided for in administrative guidelines, a Participant who is not an employee of the Corporation or one of its Affiliates on the date bonuses are paid will not receive a bonus payment.

Section 16. Effect of Change of Control . Notwithstanding anything to the contrary in the Plan, in the event of a Change of Control each Participant in the Plan shall be entitled to a pro rata bonus award calculated on the basis of achievement of performance goals through the date of the Change of Control.

Section 17. Relationship to Omnibus Plans . Bonus awards made under the Plan for the 2004 Plan Year and the 2005 Plan Year will be subject to and governed by the 2004 Omnibus Plan. Bonus awards made under the Plan for any Plan Year following the 2005 Plan Year will be subject to and governed by the 2005 Omnibus Plan.

Section 18. Effective Date . The Plan shall be effective June 30, 2004.

Adopted: June 30, 2004

Amended: February 17, 2005

AMENDED AND RESTATED: NOVEMBER 17, 2005

EXHIBIT 99.04

2005 DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
MONEYGRAM INTERNATIONAL, INC.
(Adopted December 17, 2004)
As Amended November 17, 2005

1. Purposes of the Plan . The purposes of the Deferred Compensation Plan for Directors (the “Plan”) are to provide a method of deferring payment to non-employee directors (“Directors”) of MoneyGram International, Inc. (“MoneyGram”) of all or a part of their cash compensation and stock awards, as fixed from time to time by the Board of Directors of MoneyGram (the “Board”), and an opportunity to invest in phantom stock units which represent the value of MoneyGram Common Stock (“Common Stock”). Under the Plan, a Director may elect to defer the receipt of: (i) any or all retainers, meeting fees, including committee meeting fees and any other cash compensation (collectively, “Director Fees”), and (ii) any and all grants of Common Stock (“Stock Awards”) payable to such Director by MoneyGram for Board service, including service on the board of directors of domestic subsidiaries of MoneyGram.

2.  History . 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 November 17, 2004” (the “Prior Plan”). By action of the Board taken on November 18, 2004, deferrals made for taxable years beginning on or after January 1, 2005 were permanently discontinued under the Prior Plan and shall instead continue under this Plan, the terms of which are intended to comply with the deferred compensation provisions in the American Jobs Creation Act of 2004. 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. This Plan is hereby amended and restated effective November 17, 2005 to permit Directors to defer Stock Awards granted on or after January 1, 2006.

3.  Effective Date . The “effective date” as used throughout the Plan document is November 17, 2005 (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 are eligible (“Eligible Directors”) to become participants in this Plan (“Participants”).

5.  Plan Periods and Valuation Dates . 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 Corporate Governance and Nominating Committee of the Board.

7.  Deferral Election .

7.1. Manner of Making Deferral Election . An Eligible Director may elect to participate in the Plan by filing an election with the Corporate Secretary of MoneyGram, on a form provided by the Corporate Secretary for that purpose (“Deferral Election”), prior to the first day of such Plan Period; provided , however , that an individual who becomes an Eligible Director upon initial election or appointment to the Board shall have 30 days following the initial election or appointment to the Board to make a Deferral Election, which shall apply only with respect to services as a Director provided following the filing of such Deferral Election with the Corporate Secretary.

On the Deferral Election form, Eligible Directors shall specify:

(a)  Directors Fees . With respect to Directors Fees:

(i) a percentage, up to 100%, of the Director Fees to be deferred for the immediately following Plan Period,

(ii) of the Director Fees being deferred, the percentage being deferred in cash, stock units, or both; and

(iii) the form in which deferred Director Fees and are to be distributed upon termination of service on the Board, either in a lump sum or in installments in accordance with Section 8.1.

(b)  Stock Awards . With respect to Stock Awards:

(i) a percentage, up to 100%, of the Stock Awards to be deferred in the form of stock units for the immediately following Plan Period; provided , however , that if the Eligible Director receives a Stock Award subject to a vesting restriction requiring the Eligible Director’s continued services for a period of at least 12 months from the date of grant, an irrevocable deferral election pertaining to that Stock Award may be made by timely delivering an election no later than 30 days after the grant date (which may occur during a Plan Period), so long as the election is made at least 12 months in advance of the earliest date at which the vesting restriction could lapse.

(ii) the form in which deferred Stock Awards and are to be distributed upon termination of service on the Board, either in a lump sum or in installments in accordance with Section 8.1.

A Deferral Election shall be irrevocable for the immediately following Plan Period and shall remain in effect until changed or rescinded prior to any subsequent Plan Period (or, in the case of a Stock Award subject to a vesting restriction, within the time described in (b)(i) above). Prior to the beginning of any subsequent Plan Period (or, in the case of a Stock Award subject to a vesting restriction, within the time described in (b)(i) above), an Eligible Director may irrevocably elect in writing to change an existing Deferral Election by filing a new Deferral Election with the Corporate Secretary. The new Deferral Election shall become effective on the first day of the subsequent Plan Period.

7.2. Credits to Participant Accounts . Director Fees deferred hereunder pursuant to a Deferral Election shall be credited to the Participant’s account (a “Participant 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 Awards deferred hereunder pursuant to a Deferral Election shall be credit to the Participant’s Account in the form of stock units.

(a)  Deferrals in Cash . If the Participant elects to defer all or a portion of Director Fees in cash, the Director Fees shall be credited to the Participant Account as of the Valuation Date for the quarter in which the Director Fees would otherwise have been paid.

(b)  Deferrals in Stock Units .

(i) Director Fees . If the Participant elects to defer all or a portion of Director Fees in stock units, the Director Fees shall be converted into stock units and credited to the Participant Account on the first business day immediately following the Valuation Date for the quarter in which the Directors Fees would otherwise have been paid. The number of stock units credited shall be calculated by dividing the amount of Director Fees for such quarter elected to be deferred in the form of stock units by the per share closing price, as reported on the New York Stock Exchange or by Bloomberg L.P. (the “Closing Price”) of the Common Stock on the Valuation Date.

(ii) Stock Awards . If the Participant elects to defer all or a portion of Stock Awards in stock units, the Stock Awards shall be credited to the Participant Account on the first business day immediately following the Valuation Date for the quarter in which the Stock Awards would otherwise have been paid.

(c)  Conversions from Cash to Stock Units . Subject to Section 7.2(e) below, a Participant may, by delivering a notice (“Conversion Notice”) to the Corporate Secretary of MoneyGram, convert the aggregate cash balance in his or her Participant Account (either before or after distributions pursuant to Section 8 have commenced) to stock units. The balance in the Participant Account shall be converted into stock units and credited on the first business day immediately following the Valuation Date for the quarter in which such Conversion Notice is given. The number of stock units credited shall be calculated by dividing the aggregate cash balance in the Participant Account on the Valuation Date by the per share Closing Price of the Common Stock on the Valuation Date. Following such conversion, the stock units in the Participant Account shall accrue dividend equivalents as set forth in Section 7.3.

(d)  Conversions from Stock Units to Cash. Subject to Section 7.2(e) below, a Participant may, by delivering a Conversion Notice to the Corporate Secretary of MoneyGram, convert the aggregate vested stock unit balance in his or her Participant Account (either before or after distributions pursuant to Section 8 have commenced) to cash. The balance of vested stock units in the Participant Account shall be converted into cash and credited to the Participant Account on the first business day immediately following the Valuation Date for the quarter in which such Conversion Notice is given. The cash amount credited shall be calculated by multiplying the aggregate stock unit balance in the Participant Account on the Valuation Date by the per share Closing Price of the Common Stock on the Valuation Date. Following such conversion, the funds in the Participant Account shall accrue interest as set forth in Section 7.3.

(e)  Discretionary Transactions . MoneyGram may not effect a conversion pursuant to this Section 7.2 if a Conversion Notice is delivered to the Corporate Secretary within six months following the date of an election by a Participant, with respect to any plan of MoneyGram, that effected a Discretionary Transaction (as defined in Rule 16b-3(f) under the Securities Exchange Act of 1934) that was (i) a disposition, if the Conversion Notice is pursuant to Section 7.2(c); or (ii) an acquisition, if the Conversion Notice is pursuant to Section 7.2(d).

7.3. Accrual of Interest or Dividend Equivalent Payments .

(a)  Interest . If a Participant has elected to make deferrals in the form of cash, interest on the unpaid balance of the Participant Account, consisting of both accumulated deferrals and interest, if any, will be credited as soon as administratively practicable following each quarterly Valuation Date based upon the yield on Merrill Lynch Taxable Bond Index-Long Term Medium Quality (A3) Industrial Bonds in effect at the beginning of such quarter, said interest to commence with the date such deferrals were otherwise payable. After distribution of a Participant Account commences pursuant to Section 8, interest shall accrue on the unpaid balance thereof in the same manner until the entire balance of the Participant Account has been paid.

(b)  Dividends in Cash or Property Other Than Common Stock . If a Participant has elected to make deferrals in the form of stock units, in the event a dividend in cash, stock of MoneyGram (other than Common Stock) or other property is declared and paid by MoneyGram, additional stock units shall be credited to the Participant Account in the calendar quarter in which the dividend is declared. The credit shall be effected on the first business day immediately following the next Valuation Date after the declaration of such dividend. The Participant shall receive such additional stock units calculated by dividing (A) as applicable, the amount of the dividend payable to the Participant on the dividend record date, or the fair market value of the property (other than Common Stock) on the dividend record date; by (B) the per share Closing Price of the Common Stock on the Valuation Date. For purposes of this calculation, stock unit equivalents of the dividend payable shall be applied on the aggregate balance in the Participant Account as of the dividend record date, including deferred Stock Awards granted, and deferred Director Fees for all Board service occurring, in such quarter up to and including the dividend record date. Dividends shall not be payable on stock unit equivalents of deferred Stock Awards which are granted, or deferred Director Fees for Board service occurring, after the record date and prior to the dividend payment date.

After distribution of the balance in a Participant Account commences pursuant to Section 8, dividend equivalents shall accrue on the unpaid balance thereof in the same manner as described in this Section 7.3(b) until the entire balance of the Participant Account has been distributed.

(c)  Dividends in Common Stock . If a Participant has elected to make deferrals in the form of stock units, in the event a dividend of Common Stock is declared and paid by MoneyGram, additional stock unit equivalents of the dividend shares shall be credited to the Participant Account in the calendar quarter in which the dividend is declared. The credit shall be effected on the first business day immediately following the next Valuation Date after the declaration of such dividend. The Participant shall receive one stock unit, or such fractional unit thereof, for each share of Common Stock the Participant is entitled to receive as a dividend as of the dividend record date. For purposes of this calculation, stock unit equivalents of the dividend shares shall be applied on the aggregate balance in the Participant Account as of the dividend record date, including deferred Stock Awards granted, and deferred Director Fees for all Board service occurring, in such quarter up to and including the dividend record date. Dividends shall not be payable on stock unit equivalents of deferred Stock Awards which are granted, or deferred Director Fees for Board service occurring, after the record date and prior to the dividend payment date. Additional credits for stock dividends shall accrue on the unpaid balance thereof in the same manner set forth in this Section 7.3(c) until the entire balance of the Participant Account has been distributed pursuant to Section 8.

7.4. Vesting . Stock units credited on account of a Stock Award deferral shall be subject to the same vesting restrictions that would have applied to the corresponding shares of Common Stock if no deferral election had been made. If the vesting restrictions applicable to a Stock Award are not satisfied, the stock unit equivalent, along with applicable dividends thereon, shall be forfeited.

8.  Distributions of Balance in Participant Accounts .

8.1. Time and Form of Distribution .

(a)  Lump Sum or Installments . Upon a Participant’s termination of service with MoneyGram, the vested balance in his or her Participant 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 following the Valuation Date coincident with or next following the date on which the Participant terminates service with MoneyGram. Any subsequent installments shall be paid as soon as administratively practicable following each succeeding annual anniversary of such Valuation Date until the entire amount credited to the Participant Account is distributed. To the extent a distribution in installments is elected, and the Participant Account consists of a combination of cash and stock units, a pro rata portion of the cash, and the cash equivalent of a pro rata portion of the stock units, shall be distributed with each installment. If the Participant dies before receiving the entire vested balance of his or her Participant Account, then a distribution shall be made in a lump sum to any beneficiary or beneficiaries Designated by the Participant in accordance with Section 8.2 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 . To the extent that the Participant has elected to make deferrals in the form of cash, MoneyGram shall distribute a sum in cash to such Participant in a lump sum or installments as specified by the Participant on the Deferral Election made pursuant to Section 7.1. To the extent that the Participant has elected to make deferrals in the form of stock units, MoneyGram shall distribute to such Participant, in a lump sum or installments as specified by the Participant on the Deferral Election made pursuant to Section 7.1, the cash equivalent of the portion of the stock units being distributed which will be calculated by multiplying (i) the average of the month-end Closing Prices of the Common Stock for the 12 months preceding the quarterly Valuation Date for which distribution is to commence, by (ii) the number of stock units being distributed.

8.2. 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 the Participant 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.

8.3. Election to Delay Distribution . The Participant may change the time and 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; 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 such date; and

(e) Notwithstanding the foregoing, MoneyGram shall interpret all provisions relating to changing the distribution election under this Section 8.3 in a manner that is consistent with Section 409A of the Internal Revenue Code and Treasury regulations and other guidance issued thereunder. Accordingly, if MoneyGram determines that an election is inconsistent with Section 409A of the Internal Revenue Code and other applicable tax law, the election shall not be effective.

9.  Change in Control Benefit .

9.1. Effect of Change in Control . If a Change in Control occurs, a lump sum cash distribution shall be made to each Participant of the entire balance of the Participant Account upon the Participant’s termination of service with MoneyGram within two (2) years following such Change in Control, notwithstanding any other provision herein. If the Participant has elected to make deferrals in the form of stock units, MoneyGram shall distribute to such Participant the sum in cash equal to the Closing Price of MoneyGram’s Common Stock on the day preceding the date of the Change in Control multiplied by the number of stock units in such account.

9.2 Change in Control . A Change in Control occurs upon:

(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 (the “Outstanding Corporation Common Stock”) or (2) the combined voting power of the then outstanding voting securities of MoneyGram entitled to vote generally in the election of Directors (the “Outstanding Corporation 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 MoneyGram, or any entity controlled by 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 9(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 , that for purposes of this Section 9(b), 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 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 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 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 MoneyGram or other entity resulting from such Corporate Transaction (including, without limitation, a corporation 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 Corporation Common Stock and Outstanding Corporation 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 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 MoneyGram 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 MoneyGram 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 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 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.

10.  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.

11.  Plan Amendments, Modifications and Termination . The Committee may amend, suspend or terminate this Plan at any time. Following a termination of the Plan, Participant Accounts shall remain in the Plan until the Participant becomes eligible for the benefits provided in Sections 8 and 9. 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 Internal Revenue 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.

12.  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.

13.  Miscellaneous .

13.1. 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 Internal Revenue Code and section 206(d) of ERISA) before the Participant Account is distributed to the Participant or beneficiary.

13.2. 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.

EXHIBIT 99.05

THE MONEYGRAM INTERNATIONAL, INC.
OUTSIDE DIRECTORS’ DEFERRED COMPENSATION TRUST

This Trust Agreement made as of this 5 ^th day of January, 2005, by and between MoneyGram International, Inc., a Delaware Corporation (the “Corporation”), Wells Fargo Bank, N.A. (the “Trustee”). This Trust Agreement provides for the establishment of a trust to be known as The MoneyGramInternational, Inc. Outside Directors’ Deferred Compensation Trust (hereinafter called the “Trust”) to provide a source for certain payments required to be made under the plans listed on Exhibit A as amended from time to time (the “Plans”) between the Corporation and its outside directors (the “Participants”).

WITNESSETH:

WHEREAS , in connection with the distribution by Viad Corp of all of the outstanding shares of the Corporation, in a complete spin-off of the Corporation and its subsidiary, Travelers Express Company, Inc. (“TECI”) on June 30, 2004, the Corporation, Viad Corp and TECI entered into an Employee Benefits Agreement for the purpose of allocating the obligations of the parties with respect to employee benefits; and

WHEREAS , pursuant to Section 7.01(c) of the Employee Benefits Agreement, the Corporation, Viad Corp and TECI agreed to substitute TECI for Viad Corp as the “Corporation” under the Trust Agreement and to change the name of the Trust to the MoneyGram/Travelers Express Outside Directors’ Deferred Compensation Trust; and

WHEREAS , effective July 1, 2004, TECI was substituted for Viad Corp as the “Corporation” with exclusive authority to direct the Trustee under the terms of the Trust Agreement and the name of the trust was changed accordingly; and

WHEREAS , the Corporation wishes to replace TECI as the grantor of this Trust and to assume the liabilities and obligations arising out of The Dial Corp Directors’ Retirement Benefit Plan and the Deferred Compensation Plan for Directors of Viad Corp assumed by TECI under Section 7.01(a) of the Employee Benefits Agreement; and

WHEREAS , TECI agrees to such replacement as grantor by the Corporation; and

WHEREAS , the Corporation wishes to change the name of the Trust to the MoneyGram International, Inc. Outside Directors’ Deferred Compensation Trust; and

WHEREAS , in addition to the two plans referenced above, the Corporation wishes to designate this Trust to hold certain assets for the purpose of providing benefits to the Corporation’s Directors and beneficiaries thereof under the Deferred Compensation Plan for Directors of MoneyGram International, Inc. dated July 1, 2004, subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency or bankruptcy, until paid to the Participants in such manner and at such time as specified in this Trust Agreement; and

WHEREAS , it is the intention of the Corporation to make contributions in addition to the Initial Contribution (as defined below) or to obtain the Letter of Credit (as defined below) (such additional contributions and/or obtaining the Letter of Credit are referred to herein as the “Additional Contributions” and, together with the Initial Contributions, collectively known as “Contributions”) to the Trust upon or in anticipation of the occurrence of a Change of Control (as defined in Section 4(a) below) of the Corporation;

NOW, THEREFORE , in consideration of the mutual undertakings of the parties and other good and valuable consideration, the parties hereto do hereby amend and restate the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Trust Fund

(a) Subject to the claims of its creditors as set forth in Section7, the

Corporation hereby acknowledges that certain prior deposit with the Trustee in trust of One Hundred Dollars ($100.00) (the “Initial Contribution”). .

(b) The Trust is intended to be a grantor trust, within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed accordingly. The Trust is not designed or intended to qualify under Section 401(a) of the Code.

(c) The principal of the Trust, and any earnings thereon (such principal, together with any earnings thereon and other increases thereof, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the “Trust Assets”), shall be held separate and apart from other funds of the Corporation and shall be used exclusively for the use and purposes herein set forth. The Participants shall not have any preferred claim on, or any beneficial ownership interest in, any of the Trust Assets prior to the time such Trust Assets are paid to the Participants pursuant to the terms of this Trust Agreement, and all rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of the Participants against the Corporation.

Section 2. Contributions

(a) Subject to the provisions of Section 2 (b) below, the Corporation, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in the Trust Agreement. Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

(b) As soon as practicable following a Change of Control or Potential Change of Control (as defined in Section 4(b) hereof), the Corporation or its agent shall calculate the maximum aggregate amount required under each Plan, and shall calculate an estimate of the expenses reasonably likely to be incurred during the period from the date of calculation through the five (5) days beyond the last date payments from each plan can be made (“the Target Date”). The aggregate of such amounts for all the Plans plus such additional amount as the Corporation or its agent reasonably determines to be necessary to pay the anticipated expenses of the Trust is hereinafter referred to as the “Maximum Amount Payable”. The Corporation shall have the obligation to make additional contributions (“Additional Contributions”) to the Trust, and shall make Additional Contributions to the Trust, within three business days of such calculation, in an amount in cash equal to the excess (the “Excess”), if any, of the Maximum Amount Payable over the then fair market value of the Trust Assets or the Corporation shall obtain for the benefit of the Trustee an irrevocable and unconditional Letter of Credit issued by one or more banks, each having a credit rating from Moody’s Investor Services, Inc. or Standard & Poors Corporation on its longer term unsecured debt obligations in one of the agencies’ two highest categories (an “Acceptable Bank”) sufficient for the Trustee to draw down an amount equal to the Excess (the “Letter of Credit”). The Letter of Credit may be issued by an Acceptable Bank acting as Trustee under this Trust Agreement. The Letter of Credit shall have a term which extends until the Target Date of each Plan or, if it has a shorter term, shall provide that the Trustee may draw down on it if it is not (i) extended until a date at least five days after the Target Date or (ii) replaced by a Letter of Credit, issued by an Acceptable Bank, with a term extending until a date at least five days after the Target Date in amount at least equal to the amount of the Letter of Credit (each such extended Letter of Credit and any replacement Letter of Credit shall be a Letter of Credit for all purposes of this Trust Agreement). If at any time following a Change of Control, a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Corporation’s agent that an Excess shall exist, the Corporation shall within three days of notice thereof either contribute such amount to the Trust as is necessary to eliminate the Excess or increase the Letter of Credit in the amount of such Excess and in the absence of such contribution or increase the Trustee shall fully draw down all Letters of Credit in its possession.

(c) Anything contained herein in Section 2(b) hereof to the contrary, in the event of a Potential Change of Control (as defined in Section 4(b) hereof), the Corporation shall have the obligation to make Additional Contributions to the Trust in an amount equal to the Excess or the Corporation shall obtain the Letter of Credit. If a Change of Control shall not have occurred within one hundred and twenty (120) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, then any amounts contributed to the Trust pursuant to Section 2(b) or this Section 2(c), together with any earnings thereon shall be promptly paid by the Trustee to the Corporation.

(d) The Corporation shall make all required Contributions to the Trust in cash or by delivery of the Letter of Credit. All Contributions so received (including any cash received on the draw down of the Letter of Credit), together with the income therefrom and any increment thereon, shall be held and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust without distinction between principal and income. The Trustee shall have no duty to require any contributions to be made to the Trust by the Corporation or to determine that a Change of Control or Potential Change of Control has occurred.

(e) Anything in Section 2 to the contrary, the Trustee shall return to the Corporation, or consent to a reduction in the amount of the Letter of Credit, as soon as feasible following the close of each calendar quarter within each calendar year, an amount equal to the excess, if any, of (i) the then aggregate fair market value of the Trust Assets (valuing the Letter of Credit at the maximum amount for which it may be drawn down) over (ii) 150% of the Maximum Amount Payable, as determined by the Corporation or its agent.

Section 3. Investment Authority and Powers of the Trustee

(a)

Except as provided below, the Corporation shall have the sole power

and responsibility for the management, disposition, and investment of Trust assets, and the Trustee shall promptly comply with written directions from the Corporation or its designated agent, which may include a recordkeeper or consultant for the Plan. The Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding the investment of Trust assets and shall retain such assets until directed in writing to dispose of them. Prior to issuing any such directions, the Corporation shall certify to the Trustee the person(s) at the Corporation or its agent who have the authority to issue such directions.

(b)

In the administration of the Trust, the Trustee shall have the following

powers; however, all powers regarding the investment of the Trust shall be done solely pursuant to direction of the Corporation or its delegated agent or, if applicable, an Investment Manager, unless the Trustee has been delegated investment authority:

(1)

To hold assets of any kind, including  shares of any registered

investment company, whether or not the Trustee or any of its affiliates provides investment advice or other services to such company and receives compensation for the services provided;

(2)

To sell, exchange, assign, transfer, and convey any security or

property held in the Trust, at public or private sale, at such time and price and upon such terms and conditions (including credit) as directed;

(3) To invest and reinvest assets of the Trust (including accumulated income) as directed;

(4) To vote, tender, or exercise any right appurtenant to any stock or securities held in the Trust, as directed;

(5) To consent to or to participate in any plan for the liquidation, reorganization, consolidation, merger or any similar action of any corporation, any security of which is held in the Trust, as directed;

(6) To sell or exercise any “rights” issued on any security held

in the Trust, as directed;

(7)

To cause all or any part of the assets of the Trust to be held in

the name of the Trustee (which in such instance need not disclose its fiduciary capacity) or, as permitted by laws, in the name of any nominee, and to acquire for the Trust any investment in bearer form, but the books and records of the Trust shall at all times show that all such investments are part of the Trust and the Trustee shall hold evidence of title to all such investments;

(8)

To make such distributions in accordance with the provisions

in this Trust Agreement;

(9)

To hold a portion of the Trust for the ordinary administration

and for the disbursement of funds in cash, without liability for interest thereon for such period of time as necessary, notwithstanding that the Trustee or an affiliate of the Trustee may benefit directly or indirectly from such uninvested amounts. It is acknowledged that the Trustee’s handling of such amounts is consistent with usual and customary banking and fiduciary practices, and any earnings realized by the Trustee or its affiliates will be compensation for its bank services in addition to its regular fees; and

(10)

To invest in deposit products of the Trustee or its affiliates,

or other bank or similar financial institution, subject to the rules and regulations governing such deposits, and without regard to the amount of such deposits, as directed.

(c)

From time to time, the Corporation may appoint one or more

investment managers who shall have investment management and control over all or a portion of the assets of the Trust (“Investment Manager”). The Corporation shall notify the Trustee in writing of the appointment of the Investment Manager. In the event more than one Investment Manager is appointed, the Corporation shall determine which assets shall be subject to management and control by each Investment Manager and shall also determine the proportion in which funds withdrawn or disbursed shall be charged against the assets subject to each Investment Manager’s management and control. Such Investment Manager shall direct the Trustee as to the investment of assets and any voting, tendering, and other appurtenant rights of all securities held in the portion of the Trust over which the Investment Manager is appointed. The Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding the investment of the Trust assets and shall retain such assets until directed in writing to dispose of them.

(d) The Corporation may delegate to the Trustee the responsibility to manage all or a portion of the Trust if the Trustee agrees to do so in writing. Upon written acceptance of that delegation, the Trustee shall have full power and authority to invest and reinvest the Trust in investments as provided herein, subject to any investment guidelines provided by the Corporation.

Section 4. Change of Control

(a) For purposes of this Trust Agreement, a “Change of Control”

shall mean:

(1) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (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 (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) 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”); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (i) 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, (ii) any acquisition by the Corporation or any entity controlled by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 4(a); or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then 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 Business Combination (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 Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation or any entity controlled by the Corporation resulting from such Business Combination or 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 Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; 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 the Outstanding Corporation 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 proportion 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; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(b) For purposes of this Agreement, a Potential Change of Control shall be deemed to have occurred if (i) any third person commences a tender or exchange offer (other than a tender or exchange offer which, if consummated, would not result in a Change of Control) for 20% or more of the then outstanding shares of common stock or combined voting power of the Corporation’s then outstanding voting securities; (ii) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (iii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iv) as a result of other circumstances, including circumstances similar or related to the foregoing, the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Potential Change of Control exists.

(c) The Corporation shall have a duty to inform the Trustee whenever a Change of Control or Potential Change of Control has occurred. If any two Participants jointly notify the Trustee in a writing signed by said Participants that a Change of Control has occurred, the Trustee shall promptly convey such writing to the Corporation. The Corporation may, in its discretion, request an opinion by an independent legal counsel to the Corporation as to whether a Change of Control has occurred. Independent legal counsel shall have ten business days to provide the Corporation with the requested opinion (which opinion may be based on representations of fact as long as counsel does not know that such representations are untrue). Unless, in the opinion of such independent legal counsel to the Corporation such a Change of Control has not occurred, a Change of Control will be deemed to have occurred for purposes of this Trust Agreement. Such opinion of legal counsel shall be made available to the Trustee and, if so requested, the Participants.

Section 5. Accounting by the Trustee

(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be done, including such specific records as shall be agreed upon in writing between the Corporation and the Trustee including on-line electronic records accessible to the Corporation and its agent. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Corporation a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased or sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be, and the book and fair market value of any such asset.

(b) All accounts, books and records maintained pursuant to Section 5

shall be open to inspection and audit at all reasonable times by the Corporation and on an annual basis, after receipt of the written account described in the next sentence, by the Participants; provided , however , that no Participant shall have access to information about another Participant’s Account other than in the normal course of performing his duties as a Director of the Corporation.

(c) The fair market value of the Trust Assets shall be determined by the

Trustee whenever required pursuant to this Trust Agreement and whenever any Plan is terminated or deemed terminated hereunder, but in any event not less than quarterly. The Trustee may base such determination upon such sources of information as it may deem reliable including, but not limited to, information reported in (i) newspapers of general circulation, (ii) standard financial periodicals or publications, (iii) statistical and valuation services, (iv) the records of securities exchanges or brokerage firms deemed by the Trustee to be reliable, or any combination thereof. The Trustee shall promptly inform the Corporation and the Consulting Firm of any such valuation.

Section 6. Payments to the Participants

(a) The Trustee shall make payments in cash to the Participants from the Trust Assets, if and to the extent such Trust Assets are available for distribution, in accordance with the provisions of this Trust Agreement and the applicable Plan, provided that the Corporation is not Insolvent (as defined in Section 7(a)) at the time any such payment is required to be made. The Corporation shall make provision for the reporting and withholding, if applicable, of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities. The Corporation shall direct the Trustee regarding such amounts to be withheld and the Trustee shall timely deposit such amounts with the Corporation so that the appropriate payment to the taxing authority can be timely made. Provided the Trustee acts in accordance with the Corporation’s directions and the terms of this Section 6(a), the Corporation shall indemnify and hold harmless the Trustee from any and all liability to which the Trustee may become subject due to the Corporation’s failure to properly withhold and/or remit amounts due or to pay benefits to participants in connection with the Trust.

(b) Prior to a Change of Control, subject to Section 6(a) hereof, upon written demand made to the Corporation for payment by a Participant (or, if applicable, by the Participant’s beneficiary or beneficiaries) accompanied with a copy of a “Notice of Qualification” (as defined in 6(d) below) with respect to such Participant, the Corporation shall within five business days of such demand verify the contents of the Notice of Qualification. Upon verification of the Notice of Qualification, the Corporation shall promptly direct the Trustee to pay the Participant (or such beneficiary or beneficiaries if applicable) an amount equal to the Payment then due to the Participant, less any applicable taxes due under 6(a), subject to the proviso regarding the Trust Assets in this Paragraph 6(b). In the event of a Change of Control, the Corporation shall, within five business days, notify its agent of such verified Participant demand and Notice of Qualification. The agent shall, within five business days of such notification, direct the Trustee to pay the Participant (or such beneficiary or beneficiaries if applicable) an amount equal to the Payment then due to the Participant less any applicable taxes due under 6(a); provided , however , that if the aggregate of the unpaid Payments for all the Participants exceeds the then fair market value of the Trust Assets, then the agent (or the Corporation in the absence of a Change of Control) shall direct the Trustee to pay to the Participant (or the Participant’s beneficiary or beneficiaries if applicable) the lesser of the amount so demanded or such portion of the amount due to the Participant which is equal to the product of (a) the full amount due to the Participant multiplied by (b) a fraction (i) the numerator of which is the then fair market value of the Trust Assets and (ii) the denominator of which is the aggregate of the unpaid Payments due to all the Participants.

(c) After a Change of Control, whenever the agent notifies the Trustee that it has received a Notice of Qualification and a demand for payment from a Participant or beneficiary, the Trustee shall supply the agent with the current fair market value of the Trust Assets as at the next practical month-end so that the agent may make the determination required hereunder.

(d) For the purposes of this Trust Agreement, a “Notice of Qualification” shall be a written statement by the Participant or, if applicable, the Participant’s beneficiary or beneficiaries, that states that pursuant to the terms of the Plan applicable to such Participant or pursuant to which the Participant is a participant, the Participant or the Participant’s beneficiary or beneficiaries is entitled to payment thereunder and that the Corporation has not made such payment during the five business day period following written demand therefore.

(e) The agent shall be under no duty to make inquiry as to whether the Participant or the Participant’s beneficiary or beneficiaries submitting a Notice of Qualification is in fact entitled to any payment from a Plan or whether a written demand for payment was in fact given to the Corporation. If the agent in its sole discretion determines to investigate any Notice of Qualification, such investigation shall not extend beyond the date which is three days after the date it receives such Notice. Anything contained herein to the contrary notwithstanding, in the event that following a Change of Control (i) the agent receives a Notice of Qualification which in its sole discretion it determines to accept without investigation or after any such investigation, or (ii) the agent determines, in its sole discretion, that the Corporation has breached its obligation to make a payment to a Participant under any of the Plans, the agent shall direct the Trustee to pay, and the Trustee shall pay, to each Participant in each Plan the Payment to which such Participant would have been entitled if the Corporation had not breached its obligation to make a Payment.

(f) Anything in this Trust Agreement to the contrary notwithstanding, all payments pursuant to this Section 6 may be made without the approval or direction of the Corporation, shall be made despite any direction to the contrary by the Corporation and shall, in the event of a Change of Control, be made upon the direction of the agent.

(g) If the Trust Assets are not sufficient to make all payments to the Participants required to be made pursuant to the terms of the Plans, the Corporation shall pay to each Participant the balance (after exhaustion of the Trust Assets) of each such payment as it falls due. The Trustee shall not be liable for the inadequacy of the Trust to pay all amounts due under the Plans.

Section 7. Trustee Responsibility Regarding Payments to Trust Beneficiary

When Corporation Insolvent

(a) The Corporation shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Corporation is unable to pay its debts as they mature, or (ii) the Corporation is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state.

(b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Corporation as hereinafter set forth. At any time the Trustee has actual knowledge, or has received notice from the Corporation, that the Corporation is Insolvent, the Trustee shall deliver any undistributed Trust Assets to satisfy such claims as a court of competent jurisdiction may direct. The Board and/or the Chief Executive Officer of the Corporation shall have the duty to inform the Trustee of the Corporation’s Insolvency. If a person claiming to be a creditor of the Corporation alleges in writing to the Trustee that the Corporation has become Insolvent, the Trustee shall determine whether the Corporation is Insolvent and, pending such determination, the Trustee shall discontinue payments to the Participants, shall hold the Trust Assets for the potential benefit of the Corporation’s general creditors. The Trustee shall resume payments to the Participants in accordance with Section 6 of this Trust Agreement only after the Trustee has been directed by the Corporation or its agent that the Corporation is not Insolvent (or is no longer Insolvent). If the Trustee in good faith and with the advice of such advisors as may be retained pursuant to Section 8 hereof is unable to determine whether the Corporation is Insolvent, the Trustee (i) shall so notify the Corporation and its agent in writing .Any of the Trustee, the Corporation or any of the Participants or any of their beneficiaries may apply to any court of competent jurisdiction for a determination, for purposes of this Trust, as to whether or not the Corporation is Insolvent, and (ii) the Trustee shall thereupon hold the Trust Assets pursuant to the terms of this Trust Agreement pending the determination of such court. Unless the Trustee has actual knowledge of the Corporation’s Insolvency, the Trustee shall have no duty to inquire whether the Corporation is Insolvent. The Trustee may in all events rely on such evidence concerning the Corporation’s solvency as may be furnished to the Trustee as will give the Trustee a reasonable basis for making a determination concerning the Corporation’s solvency. Nothing in this Trust Agreement shall in any way diminish any rights of a Participant to pursue his rights as a general creditor of the Corporation with respect to the Agreements or otherwise.

(c) If the Trustee discontinues payments from the Trust to any Participant or beneficiary pursuant to Section 7(b) and subsequently resumes such payments, the first payment following such discontinuance shall, subject to Sections 6(a) and 6(b) hereof, include the aggregate amount of all payments which would have been made to the Participant or beneficiary (together with interest at a rate equal to the higher of (i) the rate determined pursuant to Section 1274 of the Code, on the amount delayed and (ii) the Federal Funds Rate during the period of such discontinuance, less the aggregate amount of payments made to each such Participant or beneficiary by the Corporation in lieu of the payments provided for hereunder during any such period of discontinuance, as certified to the Trustee by the agent. “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the domestic business day next succeeding such day.

Section 8. Responsibility of Trustee

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided , however , that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Corporation contemplated by and complying with the terms of this Trust Agreement and the Corporation shall indemnify and hold harmless the Trustee, its officers, employees, and agents from and against all liabilities, losses, and claims (including reasonable attorney’s fees and costs of defense) for actions taken or omitted by the Trustee in accordance with the direction given by the Corporation The Trustee shall discharge its responsibility for the control of the Trust Assets solely in the interest of the Participants and for the exclusive purpose of assuring that, to the extent of available Trust Assets, all Plan Payments are paid when due to the Participants or any beneficiary or beneficiaries thereof. In the event of a dispute in relation to the Trust between the Corporation and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement (except for litigation in which the Trustee is alleged to have acted grossly negligent or engaged in willful misconduct), unless it be first indemnified by the Corporation against its prospective costs, expenses and liability, and the Corporation hereby agrees to indemnify the Trustee for such costs, expenses and liability.

(c) The Trustee may consult with legal counsel (who may also be counsel for the Corporation generally) with respect to any of its duties or obligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel. And the Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. The Corporation shall pay such reasonable expenses for services of such individuals or entities based on such substantiation and documentation as requested by the Corporation. If the Corporation, without good cause, does not pay such expenses in a reasonably timely manner, the Trustee may obtain payment from the Trust.

(d) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation of Trustee

The Trustee shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Corporation and the Trustee. Such compensation shall be payable by the Corporation and if not so paid, shall be paid by the Trustee from the Trust Assets. In the event any Trust Assets are used or required pursuant to the preceding sentence to pay compensation to the Trustee, the Corporation shall promptly contribute to the Trust any such amount.

Section 10. Resignation and Removal of the Trustee and the Appointment of a Successor.

(a) The Trustee may resign at any time during the term of this Trust (if prior to a Change of Control or a Potential Change of Control) by delivering to the Corporation a written notice of the proposed resignation which shall be effective 30 days after receipt of such notice unless the Corporation and the Trustee agree otherwise. The Trustee may be removed by the Corporation on 30 days notice or upon shorter notice accepted by the Trustee.

(b) In the event that the Trustee notifies the Corporation of its intention to resign or is removed by the Corporation, the Corporation shall appoint a successor Trustee which shall be a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment shall be effective when accepted in writing by the new Trustee. The Trustee hereunder shall thereupon deliver to the successor Trustee all property of this Trust, together with such records and documents as may be reasonably required to enable the successor Trustee to properly administer the Trust, reserving such funds as it reasonably deems necessary to cover its unpaid bills for services as Trustee and reasonable expenses and closing costs.

(c) All right, title and interest of the resigning Trustee in the Trust Assets and all rights and privileges under this Trust Agreement theretofore vested in such resigning Trustee shall vest in the successor Trustee where applicable, and thereupon all future liability of said resigning Trustee shall terminate; provided, however, that the Trustee shall execute, acknowledge and deliver all documents and written instruments which are necessary to transfer and convey the right, title and interest in the Trust Assets, and all rights and privileges to the successor Trustee.

(d) Nothing in this Trust Agreement shall be interpreted as depriving the Trustee or the Corporation of the right to have a judicial settlement of the Trustee’s accounts, and upon any proceeding for a judicial settlement of the Trustee’s accounts or for instructions the only necessary parties thereto will be the Trustee and the Corporation.

Section 11. Amendment or Termination

(a) Prior to the time any Additional Contribution is made or required to be made (or, after the time all such Additional Contributions have been returned to the Corporation in accordance with Section 2(c) hereof) this Trust Agreement may be amended to any extent (including amendments to Exhibit A hereto) by a written instrument executed by the Trustee and the Corporation.

(b) This Trust shall be revocable by the Corporation prior to the time any Additional Contribution is made or required to be made pursuant to the terms hereof by the Corporation to the Trust and may be terminated by the Corporation prior thereto (or, after the time all Additional Contributions have been returned to the Corporation in accordance with Section 2(c) hereof). After the occurrence of a Change of Control, the Trust shall remain in effect until the receipt by the Trustee of (i) a certification from the Corporation that all liabilities under all the Plans have been satisfied; provided that, if any payment made from the Trust or to be made pursuant to any of the Plans is being contested or litigated, the Trust shall remain in effect until such contest, litigation or dispute is resolved..

(c) At the termination of the Trust pursuant to Section 11(b), the Trustee shall as soon as practicable, but in any event within ninety days of the date of such termination, transfer to the Corporation in cash the value of the Trust Assets as of the termination date.

Section 12. Protection of the Trustee

(a) The Corporation agrees, to the extent permitted by applicable law, to indemnify the Trustee and hold it harmless from and against any claim or liability that may be asserted against it by reason of its taking or refraining from taking any action pursuant to this Trust Agreement, including, without limiting the generality of the foregoing, any claim brought against the Trustee by the Corporation, in any case, other than on account of the Trustee’s own gross negligence or willful misconduct.

(b) The Trustee shall be fully protected in relying upon a certification of an authorized representative of the Corporation or its agent with respect to any instruction, direction or approval of the Corporation or its agent until a subsequent certification is filed with the Trustee.

(c) The Trustee shall be fully protected in acting upon any instrument, certificate, or paper reasonably believed by it to be genuine and to be signed or presented by the proper person or persons, and the Trustee shall not be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the Trust and accuracy of the statements therein contained.

(d) The Trustee shall not be liable for the proper application of any part of the Trust Fund if distributions are made in accordance with the terms of this Trust Agreement and information furnished to the Trustee by the Corporation or its agent. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any monies, securities or other property paid or delivered to the Trustee.

Section 13. Communication

(a) Communications to the Corporation shall be addressed to the Corporation at:

MoneyGram International, Inc.

1550 Utica Avenue South

St. Louis Park, Minnesota 55416

Attention: Vice President, Human Resources

(b) Communications to the Trustee shall be addressed to the Trustee at:

Wells Fargo Bank, N.A.

801 Nicollet Mall, 6 ^th Floor

Minneapolis, Minnesota 55402

Attention: Todd Crandall

Section 14. Severability and Alienation

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating or in any other way limiting the remaining provisions hereof.

(b) The rights, benefits and payments of a Participant payable from the Trust Assets may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except insofar as such Trust Assets are subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency or bankruptcy. Any attempt by a Participant to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void. The Trust Assets shall not in any manner be subject to the debts, contracts, liabilities, engagements or torts of any Participant and payments hereunder shall not be considered an asset of the Participant in the event of his insolvency or bankruptcy.

Section 15. Governing Law

This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflicts of law.

Section 16. Miscellaneous

(a) Expenses and fees of the Corporation for the administration of this Trust and services in relation thereto for actuarial, legal and accounting and other similar expenses, including any costs with respect to the creation of the Trust, shall be paid by the Corporation and, if not so paid may be paid by the Trustee from the Trust Assets.

(b) Participation in this Trust shall not give any Participant any right to be retained as an employee or outside director of the Corporation nor any rights other than those specifically enumerated herein.

(c) Any payment to any Participant or his beneficiary in accordance with the provisions of this Trust shall, to the extent thereof, be in full satisfaction of all claims against the Trustee and the Corporation under the Agreements. Nothing in this Trust shall relieve the Corporation of its liability to pay benefits under the Agreements except to the extent such liabilities are met through the use of the Trust Assets.

(d) Headings in this Trust Agreement are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

(e) This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original and said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart.

(f) This Trust Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns.

(g) As used in this Trust Agreement, the masculine gender shall include the feminine and neuter genders.

(h) Any action of the Corporation pursuant to this Trust Agreement, including all orders, requests, data, directions, instructions and other related information shall be in a written communication signed or verified on behalf of the Corporation by an officer or named agent of the Corporation.

(i) In the event that a Participant and his beneficiary shall both be deceased prior to the time payment is due the Participant or his beneficiary, then payment shall be made if due to the estate of the deceased Participant.

IN WITNESS WHEREOF , the Corporation, TECI and the Trustee have executed this Agreement as of the date first above written.

MONEYGRAM INTERNATIONAL, INC .

By: _ /s/ Philip W. Milne      
Name: Philip W. Milne
Title: President & Chief Executive Officer

TRAVELERS EXPRESS COMPANY, INC .

By: _ /s/ Cindy Stemper      
Name:
Title:

WELLS FARGO BANK, N.A., Trustee

By: _ /s/ Todd A. Crandall      
Name: Todd A. Crandall
Title:Assistant Vice President, Relationship Mgr.

By:      
Name:
Title:

1

AMENDMENT TO
EXHIBIT A
TO
THE MONEYGRAM INTERNATIONAL, INC.

OUTSIDE DIRECTORS’ DEFERRED COMPENSATION TRUST

Dated January 5, 2005

The Dial Corp Directors’ Retirement Benefit Plan
Deferred Compensation Plan for Directors of Viad Corp (formerly, The Dial Corp)
Deferred Compensation Plan for Directors of MoneyGram International, Inc.
2005 Deferred Compensation Plan for Directors of MoneyGram International, Inc.

2

Exhibit 99.06

[Company Logo]

MONEYGRAM INTERNATIONAL INCREASES QUARTERLY DIVIDEND

Minneapolis, Minn., November 17, 2005 – The board of directors of MoneyGram International (NYSE:MGI) today approved a fourfold increase in the company’s quarterly dividend rate. The quarterly cash dividend will be increased to $0.04 per common share from $0.01 per common share and is payable on January 3, 2006 to stockholders of record at the close of business on December 15, 2005. Any future dividends are at the discretion, and subject to the approval, of the company’s board of directors.

Phil Milne, chief executive officer and president, said, “Our business generates strong cash flows which gives us the flexibility to enhance stockholder returns. While we continue to actively invest in the business, we remain focused on the effective use of cash for generating stable, long term growth and stockholder value.”

About MoneyGram International, Inc.

MoneyGram International, Inc., (NYSE:MGI) is a leading global payment services company and S&P MidCap 400 company. The company’s major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram has approximately 84,000 money transfer agent locations worldwide in 170 countries.

Cautionary Information Regarding Forward-Looking Statements

The statements contained in this press release regarding the business of MoneyGram International, Inc. that are not historical facts are forward-looking statements and are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances due to a number of factors, including, but not limited to: (a) fluctuations in interest rates that may materially affect revenue derived from investment of funds received from the sale of payment instruments and commissions paid to financial institution customers; (b) material changes in the market value of securities we hold; (c) material changes in our need for and the availability of liquid assets; (d) successful management of the credit and fraud risks of retail agents, and the credit risk related to our investment portfolio; (e) continued growth rates approximating recent levels for consumer money transfer transactions and other payment product markets; (f) renewal of material retail agent and financial institution customer contracts, or loss of business from significant agents or customers; (g) technological and competitive changes in the payment services industry; (h) timely and successful implementation of new and/or improved technology, delivery methods, and product offerings including pre-paid debit/stored value cards and new bill payment services; (i) changes in laws, regulations or other industry practices and standards which may require significant systems redevelopment, reduce the market for or value of the company’s products or services or render products or services less profitable or obsolete; (j) continued political stability in countries in which MoneyGram has material agent relationships; (k) material lawsuits or investigations; (l) catastrophic events that could materially adversely impact operating facilities, communication systems and technology of MoneyGram, its clearing banks or major customers, or that may have a material adverse impact on current economic conditions or levels of consumer spending; (m) material breach of security of any of our systems; (n) our ability to comply with the requirements of Sarbanes-Oxley Section 404 regarding the effectiveness of internal controls; (o) potential patent liability for intellectual property related to our development of new and enhanced products and services and (p) other factors more fully discussed in MoneyGram’s filings with the Securities and Exchange Commission. Actual results may differ materially from historical and anticipated results. These forward-looking statements speak only as of the date on which such statements are made, and MoneyGram undertakes no obligation to update such statements to reflect events or circumstances arising after such date.

CONTACT:
MoneyGram International, Inc., Minneapolis, MN
Investor Relations:
Tim Gallaher, 952-591-3840
ir@moneygram.com