Exhibit 99.01

MONEYGRAM INTERNATIONAL, INC.

MANAGEMENT AND LINE OF BUSINESS INCENTIVE PLAN

As Amended and Restated May 9, 2007

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.

“Disability” shall mean a medically determinable physical or mental impairment which: (i) renders the individual incapable of performing the essential functions of his or her job responsibilities at the Corporation or its Affiliates and incapable of holding any job at the Corporation or its Affiliates which qualifies him or her for participation in the Plan, (ii) can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the 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.

“Retirement” shall mean a Participant’s voluntary termination of employment upon attaining age 55 or older and completion of at least ten (10) years of service with the Corporation or its Affiliates.

“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 no later than 90 days after the beginning of the Plan Year. Target bonuses for other eligible personnel will be established in writing subject to approval by the President and Chief Executive Officer of the Corporation.

Target bonuses will be expressed as a percentage of base salary earnings during the Plan Year (“Target Bonus Percentage”) and will fall within the following parameters. An eligible participant’s Target Bonus Percentage will under no circumstances exceed 150%.

Actual bonus awards will be dependent on Company performance in comparison to the established financial targets. Achievement of threshold performance will be required before any bonus award is earned and will result in an actual award of no more than one half of the Target Bonus Percentage. Maximum bonus awards will be capped at two times or less of the Target Bonus Percentage when stretch performance levels are achieved.

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 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 General Counsel 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, with such de minimis, administrative changes not to exceed $100,000 in the aggregate per year, as the President and Chief Executive Officer may approve for amounts paid to participants who are not Executive Officers of the Corporation. 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 . Amounts awarded under this Plan may be deferred pursuant to the MoneyGram International, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). The Board may, in its sole discretion, elect to amend, terminate or freeze the Deferred Compensation Plan or other 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 and as otherwise provided in this Plan, 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. Effect of Retirement, Death and Disability . Notwithstanding anything to the contrary in the Plan, in the event of a Participant’s termination of employment during a Plan Year due to Retirement, death or Disability, the Participant shall be eligible to receive a bonus award if bonus awards are paid by the Corporation, the amount of which shall be prorated for the period of time from the first day on which the Participant is eligible to participate in the Plan for the applicable Plan Year to the date of Retirement or termination of employment due to death or Disability, as the case may be. Any bonus award paid pursuant to this Section shall be paid at the time all other bonus awards are paid. A deceased Participant’s bonus award shall be payable to the beneficiary or beneficiaries designated by the Participant on forms furnished and filed with the Corporation. In the absence of a designation or if such designation fails, such benefit shall be payable in accordance with the rules for beneficiaries under the MoneyGram International, Inc. 401(k) Plan.

Section 18. 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 19. Effective Date . The Plan shall be effective June 30, 2004.

Adopted: June 30, 2004
Amended: February 17, 2005
AMENDED NOVEMBER 17, 2005
AMENDED AND RESTATED: FEBRUARY 15, 2007
AMENDED AND RESTATED MAY 9, 2007

Exhibit 99.02

MONEYGRAM INTERNATIONAL, INC.

PERFORMANCE UNIT INCENTIVE PLAN

As adopted February 17, 2005
As amended May 10, 2005
As amended and restated May 9, 2007

Section 1. Purpose . The purpose of the Plan is to promote the long-term interests of the Corporation and its stockholders by providing a means for attracting and retaining designated key employees of the Corporation and its Affiliates through a system of cash rewards for the accomplishment of long-term pre-defined objectives.

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.

“Award” shall mean the grant by the Committee of a Performance Unit or Units as provided in the Plan.

“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.

“Corporate Participant” shall mean any employee of the Corporation or any of its Affiliates, other than an employee of MIL, who is selected by the Committee to receive an Award.

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

“Disability” shall mean a medically determinable physical or mental impairment which: (i) renders the individual incapable of performing the essential functions of his or her job responsibilities at the Corporation or its Affiliates and incapable of holding any job at the Corporation or its Affiliates which qualifies him or her for participation in the Plan, (ii) can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the Corporation.

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

“Earnings Per Share from Continuing Operations” shall have the meaning set forth in Section 6(a).

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

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

“MIL” shall mean MoneyGram International Limited, a United Kingdom company, or any successor corporation.

“MIL Participant” shall mean any employee of MIL who is selected by the Committee to receive an Award.

“Money Transfer Line of Business” shall mean that portion of the Global Funds Transfer segment of the Corporation’s business that consists of person-to-person money transfer services and urgent bill payment services. To the extent that new products or services and/or enhancements are offered after the date the Plan is adopted, the Committee shall determine in its sole discretion whether such products, services or enhancements are to be included in the Money Transfer Line of Business.

“Money Transfer Operating or Pre-Tax Income” shall have the meaning set forth in Section 6(b)(i).

“Operating or Pre-Tax Income” 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.

“Participant” shall mean any Corporate Participant or MIL Participant.

“Performance Period” shall mean the period of time selected by the Committee in connection with the grant of any Award under the Plan for the purpose of determining performance goals and measuring the degree of accomplishment.

“Performance Unit” shall mean the basis for any Award under the Plan.

“Plan” shall mean this MoneyGram International, Inc. Performance Unit Incentive Plan, as amended from time to time.

“Retirement” shall mean a Participant’s voluntary termination of employment upon attaining age 55 or older and completion of at least ten (10) years of service with the Corporation or its Affiliates.

Section 3. Administration . The Plan shall be administered by the Committee. Except as limited by the express provisions of the Plan, the Committee shall have sole and complete authority and discretion to (i) select Participants and grant Awards; (ii) determine the number of Performance Units to be subject to Awards generally, as well as to individual Awards granted under the Plan; (iii) select the performance goals and the Performance Period for any Awards; (iv) determine the targets that must be achieved in order for the Awards to be payable and the other terms and conditions upon which Awards shall be granted under the Plan; (v) prescribe the form and terms of instruments evidencing such Awards; and (vi) establish from time to time regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary or advisable for the administration of the Plan. The Corporation expects to have the Plan administered in accordance with the requirements for the award of “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.

Section 4. Performance Goals . The Plan is intended to provide Participants with a substantial incentive to achieve or surpass one or more pre-defined long-range financial goals during the applicable Performance Period.

(a) At the effective date of the Plan, for Corporate Participants two pre-defined long-range financial goals have been selected because they are key factors in increasing stockholder value. The first goal for Corporate Participants emphasizes growth in Earnings Per Share from Continuing Operations for the Corporation as a whole for the Performance Period. The second goal for Corporate Participants emphasizes growth in Operating or Pre-Tax Income for the Corporation as a whole for the Performance Period.

(b) At the effective date of the Plan, for MIL Participants two pre-defined long-range financial goals have been selected relating to the Money Transfer Line of Business. The first goal for MIL Participants emphasizes growth in Money Transfer Operating or Pre-Tax Income for the Money Transfer Line of Business for the Performance Period. The second goal for MIL Participants emphasizes growth in Gross Profit for the Money Transfer Line of Business for the Performance Period.

(c) The Committee may, however, in its discretion, select different long-range financial goals for Corporate Participants or MIL Participants at any time and from time to time in connection with the grant of any Awards under the Plan; provided, however, that any such goal must be permitted under the terms of the 2004 Omnibus Plan if the Award is granted prior to the effective date of the 2005 Omnibus Plan or the terms of the 2005 Omnibus Plan if the Award is granted on or after the effective date of the 2005 Omnibus Plan.

Section 5. Performance Period . At the effective date of the Plan, the Performance Period is a period of either two or three successive fiscal years of the Corporation, depending on the Award. The Committee may, however, in its discretion, select different Performance Periods of not less than two years and not more than five years, at any time and from time to time in connection with the grant of any Awards under the Plan.

Section 6. Determination of Targets .

(a) Targets for Corporate Participants .

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

An appropriate average growth in Earnings Per Share from Continuing Operations target for the Corporation for the Performance Period will be established by the Committee after considering historical income per share from continuing operations, financial plan income per share from continuing operations for the Performance Period, 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.

(ii) Average Growth in Operating or Pre-Tax Income . An appropriate average growth in Operating or Pre-Tax Income target for the Corporation for the Performance Period will be established by the Committee with a focus on enhancing profitable top-line growth. An appropriate range of values above and below such target will then be selected to measure achievement above or below the target.

(b) Targets for MIL Participants .

(i) Average Growth in Money Transfer Operating or Pre-Tax Income . An appropriate average growth in Money Transfer Operating or Pre-Tax Income target for the Money Transfer Line of Business for the Performance Period may be recommended by the Chief Executive Officer of the Corporation to the Committee for approval, taking into account overall objectives, historical income and financial plan income (on the same basis as determined below) for the Money Transfer Line of Business and, if appropriate, other circumstances.

“Money Transfer Operating or Pre-Tax Income” shall mean operating income for the Money Transfer Line of Business 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 Money Transfer Operating or Pre-Tax Income.

(ii) Average Growth in Gross Profit . An appropriate average growth in Gross Profit target for the Money Transfer Line of Business for the Performance Period will be established by the Committee with a focus on enhancing profitable top-line growth for the Money Transfer Line of Business. An appropriate range of values above and below such target will then be selected to measure achievement above or below the target.

(c) Establishing Targets . The appropriate weighting of goals, targets, range of values above and below such targets and the Performance Period to be used as a basis for the measurement of performance for Awards under the Plan will be determined by the Committee no later than 90 days after the beginning of each new Performance Period during the life of the Plan, after giving consideration to the recommendations of the Chief Executive Officer of the Corporation. Performance Units will be earned based upon the degree of achievement of pre-defined targets over the Performance Period. Earned Performance Units may range, based on achievement of pre-defined targets over the Performance Period, between values from 0% to 200% of the Performance Units.

(d) Calculation of Performance Relative to Targets . Earnings Per Share from Continuing Operations, Operating or Pre-Tax Income, Money Transfer Operating or Pre-Tax Income and Gross Profit for the Money Transfer Line of Business are determined before unusual or extraordinary items, effects of changes in accounting principles or a change in federal statutory income tax rates (and not a change in the effective tax rate applicable to the Corporation) 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 Earnings Per Share from Continuing Operations, in the event of a 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 Performance Period and actual results to date of sale plus calculated interest savings on proceeds for the balance of the Performance Period, so that actual results are not penalized for selling a business.

Incentives to be paid to Participants under this Plan must be deducted from the Corporation’s Earnings during the Performance Period (generally in the final year of the Performance Period, when the amounts to be paid can be reasonably estimated). Goals must be achieved after deducting from actual results all incentive compensation applicable to such Performance Periods, including those incentives earned under the Plan.

Section 7. Range of Performance Awards . The range of values for Earnings Per Share from Continuing Operations performance, Operating or Pre-Tax Income performance, Money Transfer Operating or Pre-Tax Income, Gross Profit for the Money Transfer Line of Business performance or other performance measures relating to any Award will be recommended by the Chief Executive Officer of the Corporation for approval by the Committee. Performance Units will be earned based upon the degree of achievement of each of the pre-defined targets over the Performance Period.

Section 8. Participant Eligibility . Personnel will be eligible for participation as recommended by the Chief Executive Officer of the Corporation to the Committee, limited only to those key employees who contribute in a substantial measure to the successful performance of the Corporation or its Affiliates. The Chief Executive Officer will recommend for approval by the Committee the Affiliates, if any, that should be included in the Plan.

Section 9. Award Determination . The formula for calculating the number of Performance Units and the actual number of Performance Units to be awarded to any Participant will be determined by the Committee annually, upon recommendation by the Chief Executive Officer of the Corporation, no later than 90 days after the beginning of each new Performance Period. After such 90-day period, the Committee may, in its discretion, decrease the number of Performance Units awarded to any Participant. The Committee may not, however, increase the number of Performance Units awarded to any Participant after such 90-day period. The number of Performance Units awarded to any Participant under the Plan will be subject to the applicable limits set forth in the 2005 Omnibus Plan.

Section 10. Repayment Provisions .

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

(i) 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.

(ii) For purposes of the provisions of Section 10(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.

(iii) 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 10(a), then all Awards 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 Awards paid 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:

(i) 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

(ii) 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 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 grant of any Awards 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 Awards 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 10(b) and (c) shall be made by the Committee, in the case of executive officers (as defined in Section 16(b) of the Exchange Act) of the Corporation, and by the President and Chief Executive Officer and General Counsel of the Corporation, in the case of all other personnel.

Section 11. Adjustments . Any recapitalization, reclassification, stock split, stock dividend, sale of assets, combination or merger not otherwise provided for herein which affects the outstanding shares of Common Stock of the Corporation or any other change in the capitalization of the Corporation affecting the Common Stock shall be appropriately adjusted for by the Committee, and any such adjustments shall be final, conclusive and binding.

Section 12. Payment of Awards .

(a) The Committee will determine whether and to what extent any Award becomes payable under the Plan. Any Award determined to be payable by the Committee shall be subject to the following calculation: each Performance Unit payable shall be multiplied by the average of the high and low sales prices of the Corporation’s Common Stock on the New York Stock Exchange as reported on the consolidated transaction reporting system during the ten trading day period beginning on the day following public announcement of the Corporation’s year-end financial results following the Performance Period. Payment of the Award will be made following Committee approval within 75 days following the close of the Performance Period. The Committee shall certify in writing that the performance goals have been met prior to payment of the Award to the extent required by Section 162(m). For those Executive Officers affected by Section 162(m) of the Code, Awards will be subject to discretionary downward adjustment by the Committee. Amounts payable under any Award will be subject to the limits set forth in the 2004 Omnibus Plan if the Award was granted prior to the effective date of the 2005 Omnibus Plan or the limits set forth in the 2005 Omnibus Plan if the Award was granted on or after the effective date of the 2005 Omnibus Plan.

(b) Awards granted under this Plan shall be payable during the lifetime of the Participant to whom such Award was granted only to such Participant; and, except as provided in (d) and (e) of this Section 12, no such Award will be payable unless at the time of payment such Participant is an employee of and has continuously since the grant thereof been an employee of the Corporation or an Affiliate. Neither absence nor leave, if approved by the Corporation, nor any transfer of employment between Affiliates or between an Affiliate and the Corporation shall be considered an interruption or termination of employment for purposes of this Plan.

(c) If authorized by the Committee, payment of all or a portion of any earned Award may be deferred pursuant to a deferred compensation plan of the Corporation then in effect; provided that the election to defer payment of any earned Award must be made at least six months prior to the expiration of the applicable Performance Period or as otherwise required by Section 409A of the Code.

(d) Unless otherwise determined by the Committee, if a Participant to whom an Award was granted shall cease to be employed by the Corporation or its Affiliate for any reason (other than death, Disability, or Retirement) prior to the completion of any applicable Performance Period, such Award will be withdrawn upon the date of termination of employment and subsequent payment in any form at any time will not be made.

(e) If a Participant to whom an Award was granted shall cease to be employed by the Corporation of its Affiliates due to Retirement, or in the event of the death or Disability of the Participant during the Performance Period stipulated in the Award, such Award shall be prorated for the period of time from the date of grant to the date of Retirement, or termination of employment due to death or Disability. Payment of such an Award shall be determined at the same time and in the same manner (expect for applicable proration) as described in Section 12(a). A deceased Participant’s Award shall be payable to the beneficiary or beneficiaries designated by the Participant on forms furnished and filed with the Corporation. In the absence of a designation or if such designation fails, such benefit shall be payable in accordance with the rules for beneficiaries under the MoneyGram International, Inc. 401(k) Plan.

(f) There shall be deducted from all payments of Awards any taxes required to be withheld by any federal, state, local or foreign government and paid over to any such government in respect to any such payment.

Section 13. Effect of Change of Control . Notwithstanding anything to the contrary in the Plan, in the event of a Change of Control each Award shall be paid as if each of the pre-defined targets for such Award was achieved at the 100% level, with such payment prorated for the period of time from the date of grant of such Award to the date of the Change of Control.

Section 14. Relationship to Omnibus Plans . Awards made under the Plan prior to the effective date of the 2005 Omnibus Plan will be subject to and governed by the 2004 Omnibus Plan. Awards made under the Plan on or after the effective date of the 2005 Omnibus Plan will be subject to and governed by the 2005 Omnibus Plan.

Section 15. General Provisions . The Committee shall have full and complete authority and discretion to grant Awards and to provide the terms and conditions (which need not be identical among Participants) thereof, subject to the limitations set forth in the Plan, the 2004 Omnibus Plan if the Award is granted prior to the effective date of the 2005 Omnibus Plan and the 2005 Omnibus Plan if the Award is granted on or after the effective date of the 2005 Omnibus Plan. No Participant or any person claiming under or through such person shall have any right or interest, whether vested or otherwise, in the Plan or in any Award, contingent or otherwise, unless and until the terms, conditions, and provisions of the Plan and its approved administrative requirements that affect such Participant or such other person shall have been complied with. Nothing contained in the Plan or its administrative requirements shall (i) require the Corporation to segregate cash or other property on behalf of any Participant or (ii) affect the rights and power of the Corporation or its Affiliates to dismiss and/or discharge any Participant at any time.

Section 16. Assignments and Transfers . No Award to any Participant under the provisions of the Plan may be assigned, transferred, or otherwise encumbered except, in the event of death of a Participant, by will or the laws of descent and distribution.

Section 17. Amendment or Termination . The Board may amend, suspend, or terminate the Plan or any portion thereof at any time; provided, however , that no such amendment, suspension, or termination shall invalidate the Awards already made to any Participant pursuant to the Plan without such Participant’s consent.

Section 18. Effective Date . The Plan was approved by the Board of Directors of the Corporation on February 17, 2005, to be effective January 1, 2005.

Exhibit 99.03

MONEYGRAM INTERNATIONAL, INC.

DEFERRED COMPENSATION PLAN

Adopted May 9, 2007

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. Statement of Plan .

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

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

(a)

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

(b)

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

(c)

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

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

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

(a)

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

(b)

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

(c)

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

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

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

(a)

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

(b)

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

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

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

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

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

1.2.7. Common Stock — common stock of MGI.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2

PARTICIPATION

2.1. Eligibility to Participate . In all cases, an employee selected for participation under this Section 2 shall be a member of a select group of management or highly compensated employees (as that expression is used in ERISA). Such employee shall as a condition of participation in this Plan complete such forms as MGI may require for the effective administration of this Plan.

2.1.1. Compensation Deferrals. Any employee of an Employer selected for participation by the Chief Executive Officer shall become a Participant in the Compensation deferral component of the Plan as of any date selected by the Chief Executive Officer. The Chief Executive Officer shall not select any employee for participation unless the Chief Executive Officer determines that such employee’s Pre-Tax Deferrals for a Plan Year under the MoneyGram International, Inc. 401(k) Plan are expected to be limited by section 402(g) of the Code.

2.1.2. Supplemental Profit Sharing. Any employee of an Employer selected for participation by the Chief Executive Officer shall become a Participant in the supplemental profit sharing component of the Plan as of any date selected by the Chief Executive Officer. The Chief Executive Officer shall not select any employee for participation unless the Chief Executive Officer determines that such employee’s Profit Sharing Contribution for a Plan Year under the MoneyGram International, Inc. 401(k) Plan is reduced by sections 401(a)(17) and 415 of the Code or any other legal limitations.

2.1.3. Incentive Pay Deferrals. Any employee of an Employer selected for participation by the Chief Executive Officer shall become a Participant in the Incentive Pay deferral component of the Plan as of any date selected by the Chief Executive Officer.

2.2. Enrollment for Elective Deferrals .

2.2.1. Compensation Deferrals.

(a)

Election to Defer Compensation .

(i)

Initial Election . In the case of an employee who first becomes eligible to make elective deferrals under the Plan, no later than thirty (30) days after the employee is notified of eligibility to make a deferral election, such employee shall complete such forms as necessary to defer a portion of the employee’s Compensation for that Plan Year. The agreement to defer a portion of the employee’s Compensation may only be made with respect to Compensation earned for services performed for such Plan Year subsequent to the deferral election, except to the extent permissible under Section 409A of the Code. (Alternatively, such election may be made as late as the last day of the Plan Year in which the employee first becomes eligible if the agreement to defer Compensation is made solely with respect to Compensation to be earned for services performed in the succeeding Plan Year.)

(ii)

Subsequent Elections . Each active Participant’s deferral agreement shall expire upon the last day of the Plan Year to which it relates. Each eligible Participant who wishes to defer Compensation for a subsequent Plan Year must make an election to defer Compensation prior to the first day of that subsequent Plan Year.

(iii)

Irrevocability . A deferral agreement accepted by the Employer shall become irrevocable when the Plan Year with respect to which it is made has commenced; provided, however, that if the Participant receives a distribution on account of a Disability or Unforeseeable Emergency during such Plan Year, the Participant’s agreement shall be cancelled, and further deferrals shall not be made.

(b)

Maximum/Minimum Amounts . The terms of any such agreement shall provide that the employee elects a deferral of Compensation equal to any percentage of Compensation per payroll period, which shall not exceed fifty percent (50%), or be less than one percent (1%) of such Compensation.

(c)

Withholding . In the event an employee elects to defer an amount of his or her Compensation that would not allow for the full payment of all FICA, federal, state and/or local income tax liabilities, the actual amount deferred shall be the maximum amount allowable after all applicable taxes.

2.2.2. Incentive Pay Deferrals .

(a)

Election to Defer Incentive Pay .

(i)

Initial Election . When an employee first becomes eligible to make elective deferrals of Incentive Pay, such employee shall complete such forms as necessary to defer a portion of the employee’s Incentive Pay. The agreement to defer a portion of the employee’s Incentive Pay shall be made no later than six (6) months before the end of the performance period applicable to such Incentive Pay. (Alternatively, if an employee first becomes eligible to participate in the Plan less than six (6) months before the end of the performance period, such initial election may be made within thirty (30) days but only with respect to Incentive Pay earned for services performed subsequent to the deferral election, except to the extent permissible under Section 409A of the Code.)

(ii)

Subsequent Elections . Each active Participant’s deferral agreement shall expire upon the last day of the performance period to which it relates. Each eligible Participant who wishes to defer Incentive Pay for a subsequent performance period must make an election to defer Incentive Pay no later than six (6) months prior to the end of that subsequent performance period.

(iii)

Irrevocability . A deferral agreement accepted by the Employer shall become irrevocable as of the date that is six (6) months before the end of the performance period applicable to such Incentive Pay; provided, however, that if the Participant receives a distribution on account of a Disability or Unforeseeable Emergency occurs during such performance period, the Participant’s agreement shall be cancelled, and further deferrals shall not be made.

(b)

Maximum/Minimum Amounts . The terms of any such agreement shall provide that the employee elects a deferral of Incentive Pay equal to any percentage of Incentive Pay for the applicable performance period, not to exceed one hundred percent (100%), or be less than one percent (1%) of such Incentive Pay.

(c)

Withholding . In the event an employee elects to defer an amount of his or her Incentive Pay that would not allow for the full payment of all FICA, federal, state and/or local income tax liabilities, the actual amount deferred shall be the maximum amount allowable after all applicable taxes.

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

SECTION 3

CREDITS TO ACCOUNTS

3.1. Elective Deferral Credits . Elective deferrals of Compensation shall be credited to the Participant’s Compensation Account throughout the Plan Year as the Participant otherwise would have been paid the deferred portion of the Participant’s Compensation. Elective deferrals of Incentive Pay shall be credited to the Participant’s Incentive Pay Account as of the date on which (or as soon as administratively practicable thereafter) such amounts would otherwise have been paid under the applicable incentive plan of the Employer. Such credits shall be recorded in cash.

3.2. Matching Credits .

3.2.1. Matching Credits on Compensation Deferrals . With respect to one or more Participants in the Compensation deferral component of the Plan, MGI may make a matching credit to a Participant’s Compensation Account for a Plan Year. MGI shall have sole discretion to determine the matching credit which shall be credited, if any, and shall not have any obligation for uniformity of treatment among Participants or of any other person; provided, however, that such matching credit shall not exceed one hundred percent (100%) of the first four percent (4%) of Compensation deferred by the Participant for the Plan Year and credited under Section 3.1 above. MGI’s decision to make a matching credit in any year shall not require approval of similar awards at all to any Participant or other person at any future date. Matching credits shall be recorded in cash as of the time or times (or as soon as administratively practicable thereafter) when the credits are awarded.

3.2.2. Matching Credits on Incentive Pay Deferrals . With respect to one or more Participants in the Incentive Pay deferral component of the Plan, MGI may make a matching credit to a Participant’s Incentive Pay Account for a Plan Year. MGI shall have sole discretion to determine the amount which shall be credited, if any, and shall not have any obligation for uniformity of treatment among Participants or of any other person. MGI’s decision to make a matching credit in any year shall not require approval of similar awards at all to any Participant or other person at any future date. Matching credits shall be recorded in cash as of the time or times (or as soon as administratively practicable thereafter) when the credits are awarded. The match credited with respect to an Incentive Pay deferral shall not exceed the lesser of:

(a)

one hundred percent (100%) of the first four (4%) of Incentive Pay deferred by the Participant for the performance period and credited under Section 3.1; or

(b)

four percent (4%) of the Participant’s Compensation for the Plan Year immediately preceding the Plan Year in which the Incentive Pay deferral is credited to the Plan, less the total match credited with respect to Compensation deferred by the Participant for such preceding Plan Year under Section 3.2.1.

3.3. Supplemental Profit Sharing Credits . With respect to one or more Participants in the supplemental profit sharing component of the Plan, MGI may make a profit sharing credit to a Participant’s Profit Sharing Account for a Plan Year to the extent that it is determined that a Participant’s Profit Sharing Contribution under the MoneyGram International, Inc. 401(k) Plan was reduced by sections 401(a)(17) or 415 of the Code or any other legal limitations. MGI shall have sole discretion to determine the amount of the reduction which shall be credited to this Plan, if any, and shall not have any obligation for uniformity of treatment among Participants or of any other person. In no event, however, shall the amount credited under this Plan with respect to a Plan Year exceed the amount by which the Participant’s Profit Sharing Contribution under the MoneyGram International, Inc. 401(k) Plan was reduced by sections 401(a)(17) and 415 of the Code or any other legal limitations for such Plan Year. MGI’s decision to make a supplemental profit sharing credit in any year shall not require approval of similar awards at all to any Participant or other person at any future date. Supplemental profit sharing credits shall be recorded in cash as of the time or times (or as soon as administratively practicable thereafter) when the credits are awarded.

SECTION 4

ADJUSTMENT OF ACCOUNTS

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

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

4.3. Investment Adjustments . The Human Resources Committee shall designate from time to time one or more investment options in which Accounts may be deemed invested. Such deemed investment options may include any investment which the Human Resources Committee deems appropriate, including, but not limited to, fixed interest credits, notional mutual fund(s) or an investment index. The Human Resources Committee shall have the sole discretion to determine the number of deemed investment options to be designated hereunder and the nature of the options and may change or eliminate the investment options from time to time. The Human Resources Committee shall adopt rules specifying the deemed investment options, the circumstances under which a particular option may be elected (or shall be automatically utilized), the minimum or maximum percentages which may be allocated to the investment option, the procedures (if any) for Participants making or changing elections, the extent (if any) to which beneficiaries of deceased Participants may make investment elections and the effect of a Participant’s or beneficiary’s failure to make an effective investment election with respect to all or any portion of an Account.

SECTION 5

VESTING OF ACCOUNTS

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

SECTION 6

MATURITY

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

(a)

the Participant incurs a Termination of Employment;

(b)

the Participant dies; and

(c)

the Participant incurs a Disability.

SECTION 7

DISTRIBUTIONS

7.1. Scheduled Distributions .

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

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

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

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

7.3. Payment Upon Event of Maturity .

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

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

(a)

Lump sum distributions shall be valued as soon as administratively practicable following the Valuation Date coincident with or next following the Participant’s Event of Maturity (or in the case of a key employee whose Event of Maturity is a Termination of Employment, the date which is six (6) months following such Event of Maturity). Actual distribution shall be made as soon as administratively practicable after such determination.

(b)

The amount of each annual installment shall be determined as of the Valuation Date coincident with or next following each December 31, by dividing the amount of the Account as of such Valuation Date by the number of remaining installment payments to be made. Such installments shall be paid as soon as administratively practicable after such determination. In the case of a key employee, installments shall be determined as of the Valuation Date coincident with or next following the December 31 which is at least six (6) months following such Participant’s Termination of Employment.

(c)

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

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

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

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

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

SECTION 8

FUNDING OF PLAN

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

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

SECTION 9

AMENDMENT AND TERMINATION

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

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

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

SECTION 10

DETERMINATIONS — RULES AND REGULATIONS

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

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

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

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

(a)

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

(b)

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

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

(a)

the specific reasons for the adverse determination;

(b)

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

(c)

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

(d)

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

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

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

(a)

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

(b)

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

(c)

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

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

(a)

the specific reasons for the denial;

(b)

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

(c)

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

(d)

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

(e)

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

10.4. Rules and Regulations .

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

10.4.2. Specific Rules .

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

10.4.3. Limitations and Exhaustion .

(a)

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

(i)

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

(ii)

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

(b)

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

(i)

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

(ii)

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

(c)

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

SECTION 11

PLAN ADMINISTRATION

11.1. Authority .

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

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

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

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

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

SECTION 12

CONSTRUCTION

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

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

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

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

12.5. Rules of Document Construction .

(a)

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

(b)

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

(c)

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

(d)

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

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

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

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

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

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

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

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

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

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

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

12.14. Amendment History . This Plan was formerly known as the “MONEYGRAM INTERNATIONAL, INC. SUPPLEMENTAL 401(k) PLAN” adopted August 19, 2005, but effective January 1, 2006. That Plan was a successor plan to the MONEYGRAM INTERNATIONAL, INC. SUPPLEMENTAL PROFIT SHARING PLAN adopted May 10, 2005. The Plan was amended and restated February 16, 2006 and renamed as the “MONEYGRAM INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN”. The Plan was again amended and restated November 16, 2006. Effective as of the date the Board of Directors of MGI adopts this document, the Plan is hereby amended and restated by the addition of Appendix A attached hereto.

1

APPENDIX A

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

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

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

1.3. Adjustments of Viad Accounts . From time to time but not less frequently than each Valuation Date, MGI shall cause the value of each Viad Account or portion of a Viad Account to be increased (or decreased) from time to time for distributions, credits (including any earnings, gains or losses thereon) and expenses, if any, charged to the Viad Account. The Human Resources Committee shall designate from time to time one or more investment options in which Viad Accounts may be deemed invested in accordance with Section 4.3 of the Plan, subject to the following:

(a)

Stock Unit Deferrals . To the extent that a Participant had elected to defer incentive compensation in the form of stock units, in connection with the Spin Off, that portion of a Participant’s Viad Account consisting of Viad Corp stock units on the record date established for the Spin Off was credited with a number of stock units representing MGI Common Stock equal to the number of Viad Corp stock units in such Participant’s Viad Account on such record date. The stock unit account of a Participant, if any, shall be settled in Common Stock of MGI, and such stock unit account cannot be converted to a cash account in the future.

(b)

Dividends in Cash or Property Other Than Common Stock . In the event a dividend in cash, stock of MGI (other than Common Stock) or other property is declared and paid by MGI, additional stock units shall be credited to the Participant’s Viad Account in the calendar quarter in which the dividend is declared. The credit shall be effected on the Valuation Date coincident with or next following 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 Fair Market Value 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 Viad Account as of the dividend record date. After distribution of the balance in an Viad Account commences, dividend equivalents shall accrue on the unpaid balance thereof in the same manner as described in this Section 1.3(b) until the entire balance of the Viad Account has been distributed.

(c)

Dividends in Common Stock . In the event a dividend of Common Stock is declared and paid by MGI, additional stock unit equivalents of the dividend shares shall be credited to the Participant’s Viad Account in the calendar quarter in which the dividend is declared. The credit shall be effected on the Valuation Date coincident with or next following 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 Viad Account as of the dividend record date. Additional credits for stock dividends shall accrue on the unpaid balance thereof in the same manner set forth in this Section 1.3(c) until the entire balance of the Viad Account has been distributed.

(d)

Definitions . “Fair Market Value” shall mean the per share closing price of the Common Stock on the New York Stock Exchange as reported in the consolidated transaction reporting system on the determination date or, if such Exchange is not open for trading on such date, on the most recent preceding date when such Exchange is open for trading. “Common Stock” shall mean MGI common stock. “Valuation Date” shall mean each quarterly valuation date (which shall be the last business day of each calendar quarter).

1.4. Distributions .

(a)

Medium of Distributions . To the extent that the Participant has elected to make deferrals in the form of cash, MGI 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 1.4(b). To the extent that the Participant has elected to make deferrals in the form of stock units, MGI shall distribute to such Participant, in a lump sum or installments as specified by the Participant on the Deferral Election made pursuant to Section 1.4(b), such stock units settled in Common Stock.

(b)

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

(i)

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

(ii)

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

2

Exhibit 99.04

MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement is between MoneyGram International, Inc., a Delaware corporation (the “Company”), and you, the person named in the Notice of Stock Option Grant (the “Notice”) accompanying this Agreement. This Agreement is effective as of the date of grant set forth in the Notice (the “Grant Date”).

The Company desires to provide you with an opportunity to purchase shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”), as provided in this Agreement in order to carry out the purpose of the Company’s 2005 Omnibus Incentive Plan (the “Plan”).

Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:

1.  Grant of Option .

The Company hereby grants to you, effective as of the Grant Date, the right and option (the “Option”) to purchase all or any part of the aggregate number of shares of Common Stock set forth in the Notice, on the terms and conditions contained in this Agreement and in accordance with the terms of the Plan. The Option is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.  Exercise Price .

The per share purchase price of the shares subject to the Option is set forth in the Notice.

3.  Term of Option and Exercisability .

The term of the Option shall be for a period of ten years from the Grant Date, terminating at the close of business on the expiration date set forth in the Notice (the “Expiration Date”) or such shorter period as is prescribed in Sections 5 and 6 of this Agreement. The Option shall become exercisable, or vest, on the date or dates set forth in the Notice, subject to the provisions of Sections 4, 5 and 6 of this Agreement. To the extent the Option is exercisable, you may exercise it in whole or in part, at any time, or from time to time, prior to the termination of the Option.

4.  Effect of Change in Control.

Notwithstanding the vesting provisions contained in Section 3 above, but subject to the other terms and conditions contained in this Agreement, from and after a Change of Control (as defined below) the following provisions shall apply:

(a) If you are employed by the Company or an Affiliate of the Company on the date of the Change in Control, any portion of the Option that has not vested shall become immediately exercisable in full.

(b) For purposes of this Agreement, a “Change in Control” shall mean any of the following events:

(i) 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 Company (the “Outstanding Company Common Stock”); or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following:

(1) any acquisition directly from the Company or any entity controlled by the Company 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 Company or any entity controlled by the Company;

(2) any acquisition by the Company, or any entity controlled by the Company;

(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or

(4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Section (iii) below; or

(ii) 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 Company’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

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”) excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction (the “Prior Stockholders”) beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding  shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Company 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 Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company or any entity controlled by the Company, any employee benefit plan (or related trust) of the Company or any entity controlled by the Company 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 Company or other entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of the Company 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 Company pursuant to a spin-off, split-up or similar transaction (a “Spin-off”) if, immediately following the Spin-off, the Prior Stockholders beneficially own, directly or indirectly, more than 80% of the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of both entities resulting from such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; provided , that if another Corporate Transaction involving the Company 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

(iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

5.  Effect of Termination of Employment .

If you cease to be employed by the Company or an Affiliate of the Company, any portion of the Option that was not vested on the date of your termination of employment shall be forfeited and any portion of the Option that was vested on the date of your termination of employment may be exercised until the earlier of (i) the Expiration Date set forth in the Notice and (ii) the date that is three months after the date of your termination of employment, except that:

(a) if your employment with the Company or an Affiliate of the Company is terminated for Cause (as defined below), any portion of the Option that was vested on the date of your termination but has not been exercised shall be immediately forfeited. For purposes of this Agreement, termination for “Cause” shall mean a termination which results from: (i) a willful and continued failure to perform the required duties of your position; (ii) a breach of your fiduciary duty to the Company; (iii) an act of willful or gross misconduct, whether or not such act is the basis for a determination by the Company pursuant to 6(c) or (d) below that you have engaged in misconduct or acts contrary to the Company; or (iv) a conviction or guilty plea to a felony or to a misdemeanor involving an act or acts of fraud, theft or embezzlement. The Company’s determination of whether a termination was for Cause shall be made by the Human Resources Committee of the Company’s Board of Directors (the “Committee”), in the case of executive officers of the Company, and by the Chief Executive Officer and General Counsel of the Company, in the case of all other officers and employees;

(b) if your employment with the Company or an Affiliate of the Company is terminated due to a Disability (as defined below), any portion of the Option that has not vested on the date of your termination of employment shall become immediately exercisable and the Option may be exercised until the earlier of (i) the Expiration Date set forth in the Notice and (ii) the date that is two (2) years after the date of your termination due to Disability. “Disability” for purposes of this Agreement shall mean a medically determinable physical or mental impairment which: (i) renders you incapable of performing the essential functions of your job responsibilities at the Company or its Affiliates and incapable of holding any job at the Company or its Affiliates which qualifies you for participation in the Plan; (ii) can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the Company;

(c) if your employment with the Company or an Affiliate of the Company is terminated due to Retirement, any portion of the Option that has not vested on the date of your termination of employment shall become immediately exercisable in full and the Option may be exercised until the earlier of (i) the Expiration Date set forth in the Notice and (ii) the date that is five (5) years after the date of your termination for Retirement. “Retirement” for purposes of this Agreement shall mean voluntary termination of employment on or after age 55 with ten (10) years of service with the Company or an Affiliate of the Company; or

(d) if your employment with the Company or an Affiliate of the Company is terminated due to death, any portion of the Option that has not vested as of the date of your death shall become immediately exercisable in full and the Option may be exercised by your personal representative or the administrators of your estate or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution until the earlier of (i) the Expiration Date set forth in the Notice and (ii) the date that is twelve (12) months after the date of your death.

Notwithstanding anything to the contrary in (b), (c) or (d) of this Section 5, if the date on which you cease to be an employee of the Company due to Disability, Retirement or death is within six months of the Grant Date of the Option, and you are an officer or director of the Company subject to Section 16(b) of the Exchange Act, this Option shall not become fully exercisable until six months and one day after the Grant Date.

6.  Forfeiture and Repayment Provisions . Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(a) Certification. The right to exercise this Option shall be conditional upon the fact that you have read and understand the forfeiture and repayment provisions set forth in this Section 6, that you have not engaged in any misconduct or acts contrary to the Company as described below, and that you have no intent to leave employment with the Company or any of its Affiliates for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of Section 6(b).

(b) Non-Compete. Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(i) In order to better protect the goodwill of the Company and its Affiliates and to prevent the disclosure of the Company’s or its Affiliates’ trade secrets and confidential information and thereby help insure the long-term success of the business, you, without prior written consent of the Company, 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 (5) percent of any enterprise or otherwise, for a period of two (2) years following the date of your termination of employment with the Company 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 Company or its Affiliates (including both existing services or products as well as services or products known to you, as a consequence of your employment with the Company or one of its Affiliates, to be in development):

(1) with respect to which your work has been directly concerned at any time during the two (2) years preceding termination of employment with the Company or one of its Affiliates; or

(2) with respect to which during that period of time you, as a consequence of your job performance and duties, acquired knowledge of trade secrets or other confidential information of the Company or its Affiliates.

(ii) For purposes of the provisions of Section 6(b), it shall be conclusively presumed that you have knowledge of information you were 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.

(iii) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by you prior to or after termination of employment if you engage in any conduct agreed to be avoided pursuant to the provisions of Section 6(b) at any time within the two (2) years following the date of your termination of employment with the Company or any of its Affiliates.

(iv) If, at any time within two (2) years after the date of your termination of employment with the Company or any of its Affiliates, you engage in any conduct agreed to be avoided pursuant to the provisions of Section 6(b), then any gain (without regard to tax effects) realized by you from the exercise of this Option, in whole or in part, shall be paid by you to the Company. You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company hereunder.

(c) Misconduct. Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(i) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by you prior to or after termination of employment if the Company reasonably determines that during your employment with the Company or any of its Affiliates:

(1) You knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Company applicable to you or of the Always Honest compliance program or similar program of the Company; or

(2) You were aware of and failed to report, as required by any code of ethics of the Company applicable to you or by the Always Honest compliance program or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Company applicable to you or of the Always Honest compliance program or similar program of the Company.

(ii) If, at any time after you exercises this Option in whole or in part, the Company reasonably determines that the provisions of Section 6(c) applies to you, then any gain (without regard to tax effects) realized by you from such exercise shall be paid by you to the Company. You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company under this Section 6.

(d) Acts Contrary to Company. Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(i) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by you prior to or after termination of employment if the Company reasonably determines that you have acted significantly contrary to the best interests of the Company, including, but not limited to, any direct or indirect intentional disparagement of the Company.

(ii) If, at any time within two (2) years after you exercise this Option in whole or in part, the Company reasonably determines that you have acted significantly contrary to the best interests of the Company, including, but not limited to, any direct or indirect intentional disparagement of the Company, then any gain (without regard to tax effects) realized by you from such exercise shall be paid by you to the Company. You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company under this Section 6.

(e) The Company’s reasonable determination required under Sections 6(c)(i) and (ii) and 6(d)(i) and (ii) shall be made by the Committee, in the case of executive officers of the Company, and by the Chief Executive Officer and General Counsel of the Company, in the case of all other officers and employees.

7.  Method of Exercising Option .

(a) Subject to the terms and conditions of this Agreement, you may exercise your Option by following the procedures established by the Company from time to time. In addition, you may exercise your Option by written notice to the Company as provided in Section 11(j) of this Agreement that states (i) your election to exercise the Option, (ii) the Grant Date of the Option, (iii) the purchase price of the shares, (iv) the number of shares as to which the Option is being exercised, (v) the manner of payment and (vi) the manner of payment for any income tax withholding amount. The notice shall be signed by you or the Person or Persons exercising the Option. The notice shall be accompanied by payment in full of the exercise price for all shares designated in the notice. To the extent that the Option is exercised after your death, the notice of exercise shall also be accompanied by appropriate proof of the right of such Person or Persons to exercise the Option.

(b) Payment of the exercise price shall be made to the Company through one or a combination of the following methods:

(i) cash, in United States currency (including check, draft, money order or wire transfer made payable to the Company); or

(ii) delivery (either actual delivery or by attestation) of shares of Common Stock acquired by you more than six (6) months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price (only full shares of Common Stock shall be utilized for payment purposes). You shall represent and warrant in writing that you are the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions, and you shall duly endorse in blank all certificates delivered to the Company.

8.  Taxes .

(a) You acknowledge that you will consult with your personal tax adviser regarding the income tax consequences of exercising the Option or any other matters related to this Agreement. If you are employed by the Company or an Affiliate of the Company, in order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are your sole and absolute responsibility, are withheld or collected from you.

(b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee, you may elect to satisfy any applicable tax withholding obligations arising from the exercise of the Option by (i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company), (ii) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered upon exercise of the Option having a Fair Market Value equal to the amount of such taxes or (iii) delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes (only full shares of Common Stock shall be utilized for payment purposes). Your election must be made on or before the date that the amount of tax to be withheld is determined.

9.  Adjustments .

In the event that the Company engages in a transaction such that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the shares covered by the Option, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, the number and type of the shares covered by the Option and the exercise price of the Option shall automatically be adjusted to account for such change.

10.  Employee Data Privacy .

By entering into the Agreement, and as a condition of the grant of the Option, you consent to the collection, use and transfer of personal data as described in this Section 10. You understand that the Company and its Affiliates hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social/national insurance number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Options or other entitlement to Shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (the “Data”). You further understand that the Company and/or its Affiliates will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of your participation in the Plan, and that the Company and/or its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan (the “Data Recipients”). You understand that these Data Recipients may be located in your country of residence or elsewhere, such as the European Union or the United States. You authorize the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares of Common Stock on your behalf, to a broker or third party with whom the Shares acquired on exercise may be deposited. You understand that you may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company. You further understand that withdrawing consent may affect your ability to participate in the Plan.

11.  General Provisions .

(a)  Interpretations . This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon your request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(b)  No Rights as a Stockholder . Neither you nor your legal representatives shall have any of the rights and privileges of a stockholder of the Company with respect to the shares of Common Stock subject to the Option unless and until such shares are issued upon exercise of the Option.

(c)  No Right to Employment . Nothing in this Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company or any Affiliate of the Company. In addition, the Company or an Affiliate of the Company may at any time dismiss you from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.

(d)  Termination of the Plan; No Right to Future Grants. By entering into this Agreement, you acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that each grant of an option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when the option shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Options is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (f) that the Option is not part of normal and expected compensation for purposes of calculating any severance, resignation, bonuses, pension or retirement benefits or similar payments; (g) that the right to purchase Common Stock ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (h) that the future value of the Option is unknown and cannot be predicted with certainty; (i) that if the underlying shares do not increase in value, the Option will have no value; and (j) the foregoing terms and conditions apply in full with respect to any prior option grants to you.

(e)  Option Not Transferable . Except as otherwise provided by the Plan or by the Committee, the Option shall not be transferable other than by will or by the laws of descent and distribution and the Option shall be exercisable during your lifetime only by you or, if permissible under applicable law, by your guardian or legal representative. The Option may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance of the Option shall be void and unenforceable against the Company or any Affiliate of the Company.

(f)  Reservation of Shares . The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

(g)  Securities Matters . The Company shall not be required to deliver any shares of Common Stock until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(h)  Headings . Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(i)  Governing Law . The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of this Agreement.

(j)  Notices . You should send all written notices regarding this Agreement or the Plan to the Company at the following address:

MoneyGram International, Inc.

Executive Vice President, Human Resources and Corporate Services

1550 Utica Avenue South

Minneapolis, MN 55416

(k)  Notice of Stock Option Grant . This Non-Qualified Stock Option Agreement is made part of the Notice and shall have no force or effect unless such Notice is duly executed and delivered by the Company to you.

* * * * * * * *

Updated and Approved on May 8, 2007

Exhibit 99.05

MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement is between MoneyGram International, Inc., a Delaware corporation (the “Company”), and you, the person named in the Notice of Restricted Stock Grant (the “Notice”) accompanying this Agreement and who is an employee of the Company or one of its Affiliates. This Agreement is effective as of the date of grant set forth in the Notice (the “Grant Date”).

The Company wishes to award to you a number of shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”), subject to certain restrictions as provided in this Agreement, in order to carry out the purpose of the Company’s 2005 Omnibus Incentive Plan (the “Plan”).

Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:

1.  Award of Restricted Stock.

The Company hereby grants to you, effective as of the Grant Date, an Award of Restricted Stock for that number of shares of Common Stock set forth in the Notice (the “Shares”), on the terms and conditions set forth in this Agreement and the Notice and in accordance with the terms of the Plan.

2.  Rights with Respect to the Shares.

With respect to the Shares, you shall be entitled to exercise the rights of a stockholder of Common Stock of the Company, including the right to vote the Shares and the right to receive cash dividends thereon as provided in Section 9 of this Agreement, unless and until the Shares are forfeited pursuant to Section 5 or 6 hereof. Your rights with respect to the Shares shall remain forfeitable at all times prior to the date or dates on which such rights become vested, and the restrictions with respect to the Shares lapse, in accordance with Section 3, 4 or 5 hereof.

3.  Vesting.

Subject to the terms and conditions of this Agreement, the Shares shall vest, and the restrictions with respect to the Shares shall lapse, on the date or dates and in the amount or amounts set forth in the Notice if you remain continuously employed by the Company or an Affiliate of the Company until the respective vesting dates. The Board of Directors of the Company (the “Board”) and the Human Resources Committee of the Board (the “Committee”) shall have authority, as specified by the Plan, including the authority to accelerate the time at which any or all of the restrictions shall lapse with respect to the Shares, or to remove any or all of such restrictions, whenever it may determine that such action is appropriate by reason of change in applicable tax or other law, or other change in circumstances.

4.  Effect of Change in Control.

Notwithstanding the vesting provisions contained in Section 3 above, but subject to the other terms and conditions contained in this Agreement, from and after a Change of Control (as defined below) the following provisions shall apply:

(a) If you are employed by the Company or an Affiliate of the Company on the date of the Change in Control, you shall become immediately and unconditionally vested in all Shares and the restrictions with respect to all of the Shares shall lapse.

(b) For purposes of this Agreement, a “Change in Control” shall mean any of the following events:

(i) 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 Company (the “Outstanding Company Common Stock”); or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following:

(1) any acquisition directly from the Company or any entity controlled by the Company 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 Company or any entity controlled by the Company;

(2) any acquisition by the Company, or any entity controlled by the Company;

(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or

(4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Section (iii) below; or

(ii) 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)(ii) 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 Company’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

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”) excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction (the “Prior Stockholders”) beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding  shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Company 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 Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company or any entity controlled by the Company, any employee benefit plan (or related trust) of the Company or any entity controlled by the Company 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 Company or other entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of the Company 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 Company pursuant to a spin-off, split-up or similar transaction (a “Spin-off”) if, immediately following the Spin-off, the Prior Stockholders beneficially own, directly or indirectly, more than 80% of the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of both entities resulting from such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; provided , that if another Corporate Transaction involving the Company 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

(iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

5.  Effect of Termination.

(a) If you cease to be employed by the Company or an Affiliate of the Company prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, your rights to all of the unvested Shares shall be immediately and irrevocably forfeited, including the right to vote such Shares and the right to receive cash dividends on such Shares, except that:

(i) if the Company or an Affiliate of the Company terminates your employment involuntarily and not for Cause (as defined below) prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Shares of Restricted Stock as set forth in the Notice. For purposes of this Agreement, termination for “Cause” shall mean a termination which results from: (1) a willful and continued failure to perform the required duties of your position; (2) a breach of your fiduciary duty to the Company; (3) an act of willful or gross misconduct, whether or not such act is the basis for a determination by the Company pursuant to Section 6(b) or (c) below that you have engaged in misconduct or acts contrary to the Company; or (4) a conviction or guilty plea to a felony or to a misdemeanor involving an act or acts of fraud, theft or embezzlement. The Company’s determination of whether a termination was for Cause shall be made by the Committee, in the case of executive officers of the Company, and by the Chief Executive Officer and General Counsel of the Company, in the case of all other officers and employees;

(ii) if your employment with the Company or an Affiliate of the Company is terminated due to a Disability (as defined below) prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Shares of Restricted Stock as set forth in the Notice. “Disability” for purposes of this Agreement shall mean a medically determinable physical or mental impairment which: (i) renders you incapable of performing the essential functions of your job responsibilities at the Company or its Affiliates and incapable of holding any job at the Company or its Affiliates which qualifies you for participation in the Plan; (ii) can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the Company;

(iii) if your employment with the Company or an Affiliate of the Company is terminated due to Retirement (as defined below) prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Shares of Restricted Stock as set forth in the Notice. “Retirement” for purposes of this Agreement shall mean the voluntary termination of employment on or after age 55 with ten (10) years of service with the Company or an Affiliate of the Company; or

(iv) if your employment with the Company or an Affiliate of the Company is terminated due to death prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Shares of Restricted Stock as set forth in the Notice. No transfer by will or the applicable laws of descent and distribution of any Shares which vest by reason of your death shall be effective to bind the Company unless the Committee shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

6.  Forfeiture and Repayment Provisions.

(a) Non-Compete. Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(i) In order to better protect the goodwill of the Company and its Affiliates and to prevent the disclosure of the Company’s or its Affiliates’ trade secrets and confidential information and thereby help insure the long-term success of the business, you, without prior written consent of the Company, 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 (5) percent of any enterprise or otherwise, for a period of two (2) years following the date of your termination of employment with the Company 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 Company or its Affiliates (including both existing services or products as well as services or products known to you, as a consequence of your employment with the Company or one of its Affiliates, to be in development):

(1) with respect to which your work has been directly concerned at any time during the two (2) years preceding termination of employment with the Company or one of its Affiliates; or

(2) with respect to which during that period of time you, as a consequence of your job performance and duties, acquired knowledge of trade secrets or other confidential information of the Company or its Affiliates.

(ii) For purposes of the provisions of Section 6(a), it shall be conclusively presumed that you have knowledge of information you were 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.

(iii) All Shares subject to the restrictions imposed by Section 2 above shall be forfeited and returned to the Company, if you engage in any conduct agreed to be avoided pursuant to the provisions of Section 6(a) at any time within two (2) years following the date of your termination of employment with the Company or any of its Affiliates.

(iv) If, at any time within two (2) years following the date of your termination of employment with the Company or any of its Affiliates, you engage in any conduct agreed to be avoided pursuant to the provisions of Section 6(a), then all consideration (without regard to tax effects) received directly or indirectly by you from the sale or other disposition of all Shares which vest during the two (2) year period prior to your termination from employment shall be paid by you to the Company, or such Shares shall be returned to the Company. You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company or its Affiliates hereunder.

(b) Misconduct. Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(i) All consideration (without regard to tax effects) received directly or indirectly by you from the sale or other disposition of the Shares shall be paid by you to the Company or such Shares shall be returned to the Company, if the Company reasonably determines that during your employment with the Company or any of its Affiliates:

(1) You knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Company applicable to you or of the Always Honest compliance program or similar program of the Company or its Affiliates; or

(2) You were aware of and failed to report, as required by any code of ethics of the Company applicable to you or by the Always Honest compliance program or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Company applicable to you or of the Always Honest compliance program or similar program of the Company or its Affiliates.

(ii) You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company under this Section 6(b).

(c) Acts Contrary to Company. Unless a Change in Control (as defined above) shall have occurred after the date hereof, if the Company reasonably determines that at any time within two (2) years after the lapse of the Restriction Period you have acted significantly contrary to the best interests of the Company, including, but not limited to, any direct or indirect intentional disparagement of the Company, then all consideration (without regard to tax effects) received directly or indirectly by you from the sale or other disposition of all Shares which vest during the two (2) year period prior to the Company ‘s determination shall be paid by you to the Company, or such Shares shall be returned to the Company. You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company under this Section 6(c).

(d) The Company’s reasonable determination required under Sections 6(b)(i) and 6(c) shall be made by the Committee, in the case of executive officers of the Company, and by the Chief Executive Officer and General Counsel of the Company, in the case of all other officers and employees.

7.  Restriction on Transfer.

Until the Shares vest pursuant to Section 3, 4 or 5 hereof, none of the Shares may be sold, assigned, transferred, pledged, attached or otherwise encumbered, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares.

8.  Issuance and Custody of Certificates.

(a) The Company shall cause the Shares to be issued in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares.

(b) If any certificate is issued, you shall be required to execute and deliver to the Company a stock power or stock powers relating to the Shares as a condition to the receipt of this Award of Restricted Stock.

(c) After any Shares vest pursuant to Section 3, 4 or 5 hereof, and following payment of the applicable withholding taxes pursuant to Section 10 hereof, the Company shall promptly cause such vested Shares (less any shares withheld to pay taxes), free of the restrictions and/or legend described in Section 8(a) hereof, to be delivered, either by book-entry registration or in the form of a certificate or certificates, registered in your name or in the names of your legal representatives, beneficiaries or heirs, as the case may be.

9.  Distributions and Adjustments.

(a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

(b) Any additional shares of Common Stock of the Company, any other securities of the Company and any other property (except for cash dividends or other cash distributions) distributed with respect to the Shares prior to the date or dates the Shares vest shall be subject to the same restrictions, terms and conditions as the Shares to which they relate and shall be promptly deposited with the Secretary of the Company or a custodian designated by the Secretary.

(c) Any cash dividends or other cash distributions payable with respect to the Shares shall be distributed to you at the same time cash dividends or other cash distributions are distributed to shareholders of the Company generally.

10.  Taxes.

(a) You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the grant of the Shares, payment of dividends on the Shares, the vesting of the Shares and any other matters related to this Agreement. In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are your sole and absolute responsibility, are withheld or collected from you.

(b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, you may elect to satisfy any applicable tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Shares by (i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company), (ii) having the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, or (iii) delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes (only full shares of Common Stock shall be utilized for payment purposes). Your election must be made on or before the date that the amount of tax to be withheld is determined.

11.  Employee Data Privacy.

By entering into this Agreement, and as a condition of the grant of Shares, you consent to the collection, use and transfer of personal data as described in this Section 11. You understand that the Company and its Affiliates hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social/national insurance number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Options or other entitlement to Shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (the “Data”). You further understand that the Company and/or its Affiliates will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of your participation in the Plan, and that the Company and/or its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan (the “Data Recipients”). You understand that these Data Recipients may be located in your country of residence or elsewhere, such as the European Union or the United States. You authorize the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares of Common Stock on your behalf, to a broker or third party with whom the Shares acquired on vesting may be deposited. You understand that you may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company. You further understand that withdrawing consent may affect your ability to participate in the Plan.

12.  General Provisions.

(a)  Interpretations . This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon your request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(b)  No Right to Employment . Nothing in this Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company or any Affiliate of the Company. In addition, the Company or an Affiliate of the Company may at any time dismiss you from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.

(c)  Securities Matters . The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(d)  Termination of the Plan; No Right to Future Grants. By entering into this Agreement, you acknowledge: (1) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (2) that each grant of restricted stock is a one-time benefit which does not create any contractual or other right to receive future grants, or benefits in lieu of restricted stock; (3) that all determinations with respect to any such future grants, including, but not limited to, the times when the restricted stock shall be granted, the restriction period, the number of shares subject to each award, and the time or times when any such grants shall vest, will be at the sole discretion of the Company; (4) that your participation in the Plan is voluntary; (5) that the value of the Shares is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (6) that the Shares are not part of normal and expected compensation for purposes of calculating any severance, resignation, bonuses, pension or retirement benefits or similar payments; (7) that the right to any unvested portion of the Shares ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (8) that the future value of the Shares is unknown and cannot be predicted with certainty; and (9) the foregoing terms and conditions apply in full with respect to any prior grants of restricted stock to you.

(e)  Headings . Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(f)  Governing Law . The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of this Agreement.

(g)  Notices . You should send all written notices regarding this Agreement or the Plan to the Company at the following address:

MoneyGram International, Inc.

Executive Vice President, Human Resources and Corporate Services

1550 Utica Avenue South

Minneapolis, MN 55416

(h)  Notice . This Restricted Stock Award Agreement is made a part of the Notice and shall have no force or effect unless such Notice is duly executed and delivered by the Company to you.

* * * * * * * *

Updated and Approved on May 8, 2007

Exhibit 99.06

MONEYGRAM INTERNATIONAL, INC.
2005 OMNIBUS INCENTIVE PLAN

PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENT

This Performance Based Restricted Stock Award Agreement is between MoneyGram International, Inc., a Delaware corporation (the “Company”), and you, the person named in the Notice of Performance Based Restricted Stock Grant (the “Notice”) accompanying this Agreement and who is an employee of the Company or one of its Affiliates. This Agreement is effective as of the date of grant set forth in the Notice (the “Grant Date”).

The Company wishes to award to you a number of shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”), subject to certain restrictions as provided in this Agreement, in order to carry out the purpose of the Company’s 2005 Omnibus Incentive Plan (the “Plan”).

Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:

1.  Award of Performance Based Restricted Stock.

The Company hereby grants to you, effective as of the Grant Date, an Award of Performance Based Restricted Stock for that number of shares of Common Stock set forth in the Notice (the “Shares”), on the terms and conditions set forth in this Agreement and the Notice and in accordance with the terms of the Plan.

2.  Rights with Respect to the Shares.

With respect to the Shares, you shall be entitled to exercise the rights of a stockholder of Common Stock of the Company, including the right to vote the Shares and the right to receive cash dividends thereon as provided in Section 9 of this Agreement, unless and until the Shares are forfeited pursuant to Section 5 or 6 hereof. Your rights with respect to the Shares shall remain forfeitable at all times prior to the date or dates on which such Shares become Earned Shares (as defined in the Notice), and such Earned Shares become vested, and the restrictions with respect to the Earned Shares lapse, in accordance with Section 3, 4 or 5 hereof. All Shares that do not become Earned Shares shall be forfeited and returned to the Company.

3.  Vesting.

Subject to the terms and conditions of this Agreement, the Earned Shares shall vest and the restrictions shall lapse on the date or dates and in the amount or amounts set forth in the Notice if you remain continuously employed by the Company or an Affiliate of the Company until the respective vesting dates. The Board of Directors of the Company (the “Board”) and the Human Resources Committee of the Board (the “Committee”) shall have authority, as specified by the Plan, including the authority to accelerate the time at which any or all of the restrictions shall lapse with respect to the Earned Shares, or to remove any or all of such restrictions, whenever it may determine that such action is appropriate by reason of change in applicable tax or other law, or other change in circumstances.

4.  Effect of Change in Control.

Notwithstanding the vesting provisions contained in Section 3 above, but subject to the other terms and conditions contained in this Agreement, from and after a Change of Control (as defined below) the following provisions shall apply:

(a) If you are employed by the Company or an Affiliate of the Company on the date of the Change in Control, you shall become immediately and unconditionally vested in all Earned Shares and the restrictions with respect to all of the Earned Shares shall lapse.

(b) For purposes of this Agreement, a “Change in Control” shall mean any of the following events:

(i) 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 Company (the “Outstanding Company Common Stock”); or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following:

(1) any acquisition directly from the Company or any entity controlled by the Company 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 Company or any entity controlled by the Company;

(2) any acquisition by the Company, or any entity controlled by the Company;

(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or

(4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of Section (iii) below; or

(ii) 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)(ii) 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 Company’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

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”) excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction (the “Prior Stockholders”) beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding  shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Company 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 Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company or any entity controlled by the Company, any employee benefit plan (or related trust) of the Company or any entity controlled by the Company 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 Company or other entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of the Company 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 Company pursuant to a spin-off, split-up or similar transaction (a “Spin-off”) if, immediately following the Spin-off, the Prior Stockholders beneficially own, directly or indirectly, more than 80% of the outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of both entities resulting from such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; provided , that if another Corporate Transaction involving the Company 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

(iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

5.  Effect of Termination.

(a) If you cease to be employed by the Company or an Affiliate of the Company prior to the Shares becoming Earned Shares, the Shares shall be forfeited and returned to the Company. If you cease to be employed by the Company or an Affiliate of the Company prior to the vesting of the Earned Shares pursuant to Section 3 or 4 hereof, your rights to all of the unvested Earned Shares shall be immediately and irrevocably forfeited, including the right to vote such Earned Shares and the right to receive cash dividends on such Earned Shares, except that:

(i) if the Company or an Affiliate of the Company terminates your employment involuntarily and not for Cause (as defined below) prior to the vesting of the Earned Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Earned Shares of Restricted Stock as set forth in the Notice. For purposes of this Agreement, termination for “Cause” shall mean a termination which results from: (1) a willful and continued failure to perform the required duties of your position; (2) a breach of your fiduciary duty to the Company; (3) an act of willful or gross misconduct, whether or not such act is the basis for a determination by the Company pursuant to Section 6(b) or (c) below that you have engaged in misconduct or acts contrary to the Company; or (4) a conviction or guilty plea to a felony or to a misdemeanor involving an act or acts of fraud, theft or embezzlement. The Company’s determination of whether a termination was for Cause shall be made by the Committee, in the case of executive officers of the Company, and by the Chief Executive Officer and General Counsel of the Company, in the case of all other officers and employees;

(ii) if your employment with the Company or an Affiliate of the Company is terminated due to a Disability (as defined below) prior to the vesting of the Earned Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Earned Shares of Restricted Stock as set forth in the Notice. “Disability” for purposes of this Agreement shall mean a medically determinable physical or mental impairment which: (i) renders you incapable of performing the essential functions of your job responsibilities at the Company or its Affiliates and incapable of holding any job at the Company or its Affiliates which qualifies you for participation in the Plan; (ii) can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the Company;

(iii) if your employment with the Company or an Affiliate of the Company is terminated due to Retirement (as defined below) prior to the vesting of the Earned Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Earned Shares of Restricted Stock as set forth in the Notice. “Retirement” for purposes of this Agreement shall mean the voluntary termination of employment on or after age 55 with ten (10) years of service with the Company or an Affiliate of the Company; or

(iv) if your employment with the Company or an Affiliate of the Company is terminated due to death prior to the vesting of the Earned Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the Earned Shares of Restricted Stock as set forth in the Notice. No transfer by will or the applicable laws of descent and distribution of any Earned Shares which vest by reason of your death shall be effective to bind the Company unless the Committee shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer.

6.  Forfeiture and Repayment Provisions.

(a) Non-Compete. Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(i) In order to better protect the goodwill of the Company and its Affiliates and to prevent the disclosure of the Company’s or its Affiliates’ trade secrets and confidential information and thereby help insure the long-term success of the business, you, without prior written consent of the Company, 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 (5) percent of any enterprise or otherwise, for a period of two (2) years following the date of your termination of employment with the Company 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 Company or its Affiliates (including both existing services or products as well as services or products known to you, as a consequence of your employment with the Company or one of its Affiliates, to be in development):

(1) with respect to which your work has been directly concerned at any time during the two (2) years preceding termination of employment with the Company or one of its Affiliates; or

(2) with respect to which during that period of time you, as a consequence of your job performance and duties, acquired knowledge of trade secrets or other confidential information of the Company or its Affiliates.

(ii) For purposes of the provisions of Section 6(a), it shall be conclusively presumed that you have knowledge of information you were 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.

(iii) All Shares or Earned Shares subject to the restrictions imposed by Section 2 above shall be forfeited and returned to the Company, if you engage in any conduct agreed to be avoided pursuant to the provisions of Section 6(a) at any time within two (2) years following the date of your termination of employment with the Company or any of its Affiliates.

(iv) If, at any time within two (2) years following the date of your termination of employment with the Company or any of its Affiliates, you engage in any conduct agreed to be avoided pursuant to the provisions of Section 6(a), then all consideration (without regard to tax effects) received directly or indirectly by you from the sale or other disposition of all Earned Shares which vest during the two (2) year period prior to your termination from employment shall be paid by you to the Company, or such Earned Shares shall be returned to the Company. You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company or its Affiliates hereunder.

(b) Misconduct. Unless a Change in Control (as defined above) shall have occurred after the date hereof:

(i) All consideration (without regard to tax effects) received directly or indirectly by you from the sale or other disposition of the Earned Shares shall be paid by you to the Company or such Earned Shares shall be returned to the Company, if the Company reasonably determines that during your employment with the Company or any of its Affiliates:

(1) You knowingly participated in misconduct that causes a misstatement of the financial statements of the Company or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Company applicable to you or of the Always Honest compliance program or similar program of the Company or its Affiliates; or

(2) You were aware of and failed to report, as required by any code of ethics of the Company applicable to you or by the Always Honest compliance program or similar program of the Company, misconduct that causes a misstatement of the financial statements of the Company or any of its Affiliates or misconduct which represents a material violation of any code of ethics of the Company applicable to you or of the Always Honest compliance program or similar program of the Company or its Affiliates.

(ii) You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company under this Section 6(b).

(c) Acts Contrary to Company. Unless a Change in Control (as defined above) shall have occurred after the date hereof, if the Company reasonably determines that at any time within two (2) years after the lapse of the restrictions you have acted significantly contrary to the best interests of the Company, including, but not limited to, any direct or indirect intentional disparagement of the Company, then all consideration (without regard to tax effects) received directly or indirectly by you from the sale or other disposition of all Earned Shares which vest during the two (2) year period prior to the Company ‘s determination shall be paid by you to the Company, or such Earned Shares shall be returned to the Company. You consent to the deduction from any amounts the Company or any of its Affiliates owes to you to the extent of the amounts you owe the Company under this Section 6(c).

(d) The Company’s reasonable determination required under Sections 6(b)(i) and 6(c) shall be made by the Committee, in the case of executive officers of the Company, and by the Chief Executive Officer and General Counsel of the Company, in the case of all other officers and employees.

7.  Restriction on Transfer.

Until the Shares are Earned Shares and until the Earned Shares vest pursuant to Section 3, 4 or 5 hereof, none of the Shares or Earned Shares may be sold, assigned, transferred, pledged, attached or otherwise encumbered, and no attempt to transfer the Shares or Earned Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares or Earned Shares.

8.  Issuance and Custody of Certificates.

(a) The Company shall cause the Shares to be issued in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares.

(b) If any certificate is issued, you shall be required to execute and deliver to the Company a stock power or stock powers relating to the Shares as a condition to the receipt of this Award of Performance Based Restricted Stock.

(c) After any Earned Shares vest pursuant to Section 3, 4 or 5 hereof, and following payment of the applicable withholding taxes pursuant to Section 10 hereof, the Company shall promptly cause such vested Earned Shares (less any shares withheld to pay taxes), free of the restrictions and/or legend described in Section 8(a) hereof, to be delivered, either by book-entry registration or in the form of a certificate or certificates, registered in your name or in the names of your legal representatives, beneficiaries or heirs, as the case may be.

9.  Distributions and Adjustments.

(a) If any Earned Shares vest subsequent to any change in the number or character of the Common Stock of the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Earned Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

(b) Any additional shares of Common Stock of the Company, any other securities of the Company and any other property (except for cash dividends or other cash distributions) distributed with respect to the Shares prior to the date or dates the Shares are Earned or the Earned Shares vest shall be subject to the same restrictions, terms and conditions as the Shares to which they relate and shall be promptly deposited with the Secretary of the Company or a custodian designated by the Secretary.

(c) Any cash dividends or other cash distributions payable with respect to the Shares shall be distributed to you at the same time cash dividends or other cash distributions are distributed to stockholders of the Company generally.

10.  Taxes.

(a) You acknowledge that you will consult with your personal tax advisor regarding the income tax consequences of the grant of the Shares, payment of dividends on the Shares, the vesting of the Earned Shares and any other matters related to this Agreement. In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are your sole and absolute responsibility, are withheld or collected from you.

(b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, you may elect to satisfy any applicable tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Earned Shares by (i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company), (ii) having the Company withhold a portion of the Earned Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, or (iii) delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes (only full shares of Common Stock shall be utilized for payment purposes). Your election must be made on or before the date that the amount of tax to be withheld is determined.

11.  Employee Data Privacy.

By entering into this Agreement, and as a condition of the Shares, you consent to the collection, use and transfer of personal data as described in this Section 11. You understand that the Company and its Affiliates hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social/national insurance number, salary, nationality, job title, any Shares of Common Stock or directorships held in the Company, details of all Options or other entitlement to Shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (the “Data”). You further understand that the Company and/or its Affiliates will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of your participation in the Plan, and that the Company and/or its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan (the “Data Recipients”). You understand that these Data Recipients may be located in your country of residence or elsewhere, such as the European Union or the United States. You authorize the Data Recipients to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares of Common Stock on your behalf, to a broker or third party with whom the Shares acquired on vesting may be deposited. You understand that you may, at any time, review the Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Company. You further understand that withdrawing consent may affect your ability to participate in the Plan.

12.  General Provisions.

(a)  Interpretations . This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon your request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final, conclusive and binding upon all parties in interest.

(b)  No Right to Employment . Nothing in this Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company or any Affiliate of the Company. In addition, the Company or an Affiliate of the Company may at any time dismiss you from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.

(c)  Securities Matters . The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

(d)  Termination of the Plan; No Right to Future Grants. By entering into this Agreement, you acknowledge: (1) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (2) that each grant of performance based restricted stock is a one-time benefit which does not create any contractual or other right to receive future grants, or benefits in lieu of performance based restricted stock; (3) that all determinations with respect to any such future grants, including, but not limited to, the times when the performance based restricted stock shall be granted, the restriction period, the number of shares subject to each award, and the time or times when any such grants shall vest, will be at the sole discretion of the Company; (4) that your participation in the Plan is voluntary; (5) that the value of the Shares is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (6) that the Shares are not part of normal and expected compensation for purposes of calculating any severance, resignation, bonuses, pension or retirement benefits or similar payments; (7) that the right to any unvested portion of Earned Shares ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (8) that the future value of the Shares is unknown and cannot be predicted with certainty; and (9) the foregoing terms and conditions apply in full with respect to any prior grants of performance based restricted stock to you.

(e)  Headings . Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

(f)  Governing Law . The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of this Agreement.

(g)  Notices . You should send all written notices regarding this Agreement or the Plan to the Company at the following address:

MoneyGram International, Inc.

Executive Vice President, Human Resources and Corporate Services

1550 Utica Avenue South

Minneapolis, MN 55416

(h)  Notice . This Performance Based Restricted Stock Award Agreement is made a part of the Notice and shall have no force or effect unless such Notice is duly executed and delivered by the Company to you.

* * * * * * * *

Updated and Approved on May 8, 2007

Exhibit 99.07

NEWS RELEASE

Contact: Tim Gallaher
(Investor Relations)
952-591-3840
ir@moneygram.com

MoneyGram International Increases Share Repurchase Authorization and Approves Quarterly Dividend

Minneapolis, Minn., May 9, 2007 — MoneyGram International, Inc. (NYSE:MGI) today announced that the board of directors has increased the Company’s share repurchase authorization by an additional 5.0 million shares, bringing the total authorization to 12.0 million shares. As of March 31, 2007, the company had repurchased approximately 5.7 million shares under its authorization. Stock purchases may continue to be made from time to time at prevailing prices in the open market.

The board of directors also declared a quarterly dividend payment of $0.05 per common share payable on July 2, 2007 to stockholders of record at the close of business on June 15, 2007. Any future dividends are at the discretion, and subject to approval, of the company’s board of directors.

Phil Milne, chief executive officer and president, said, “We consistently evaluate the best use of our cash to enhance shareholder value. Today we are pleased to increase our ability to pursue share repurchases as well as deliver our quarterly dividend payment.”

About MoneyGram International, Inc.
MoneyGram International, Inc. 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 is a New York Stock Exchange listed company, with $1.16 billion in revenue in 2006 and approximately 114,000 global money transfer locations in 170 countries and territories. For more information, visit the company’s website at www.moneygram.com.

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) loss of key retail agents or inability to maintain our network in our Global Funds Transfer segment; (b) loss of large financial institution customers in our Payment Systems segment; (c) ability to successfully develop and timely introduce new and enhanced products and services; (d) ability to protect the intellectual property rights related to our existing and any new or enhanced products and services; (e) failure to continue to compete effectively; (f) ability of us or our agents to comply with U.S and International regulatory requirements; (g) conducting money transfer transactions through agents in regions that are politically volatile and/or in a limited number of cases, subject to certain OFAC restrictions; (h) ability to manage security risks related to our electronic processing and transmission of confidential customer information; (i) ability to process and settle transactions accurately and on the efficient and uninterrupted operation of our computer network systems and data centers; (j) ability to manage credit and fraud risks from our retail agents; (k) ability to manage reputational damage to our brand due to fraudulent use of our services; (l) litigation or investigations of us or our agents that could result in material settlements, fines or penalties; (m) ability to manage credit risk related to our investment portfolio and our use of derivatives; (n) fluctuations in interest rates; (o) material changes in the market value of securities we hold; (p) ability to manage risks related to opening of new retail locations and acquisition of businesses; (q) material slow down or complete disruption in international migration patterns; (r) unexpected liquidity needs; (s) ability for us or our agents to maintain adequate banking relationships (t) ability to manage risks associated with our international sales and operations; (u) ability to maintain effective internal controls; and (v) possible delay or prevention of an acquisition of our company which could inhibit a stockholder’s ability to receive a premium on their investment from a possible sale of our company due to provisions contained in our charter documents, our rights plan and Delaware law; and (w) 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.