EX-10.01






Exhibit 10.01




SUBJECT TO CONTRACT AND WITHOUT PREJUDICE

Dated: 21 April 2010




MoneyGram International Ltd

John Hempsey

___________________________________________________

Compromise Agreement

___________________________________________________




CONTENTS




Page No





	1.	 	Termination date and reason for dismissal






	2.	 	Severance payment






	3.	 	Redundancy payment






	4.	 	Pay in lieu of notice






	5.	 	Holiday pay






	6.	 	Contractual benefits






	7.	 	Tax indemnity






	8.	 	Resignation of Directorships






	9.	 	Return of property






	10.	 	Stock options






	11.	 	Reference






	12.	 	Restrictive Covenants






	13.	 	Breach of duty






	14.	 	Confidential Information






	15.	 	Retention of Confidential Information






	16.	 	Announcements






	17.	 	Continuing assistance






	18.	 	Independent legal advice






	19.	 	Full and final settlement






	20.	 	Legal proceedings






	21.	 	Legal fees






	22.	 	Outplacement Fees






	23.	 	Reliance






	24.	 	Satisfaction of conditions regarding compromise agreements






	25.	 	Severability






	26.	 	Headings






	27.	 	Counterparts






	28.	 	Whole Agreement






	29.	 	Subject to contract and without prejudice






	30.	 	Governing law and jurisdiction






	 	 	Appendix 1 Letters of resignation






	 	 	Appendix 2 Reference






	 	 	Appendix 3 Agreed wording of announcement






	 	 	Appendix 4 Adviser’s certificate





COMPROMISE AGREEMENT




Dated: 21 April 2010



BETWEEN:




	(1)	 	JOHN HEMPSEY of [INTENTIONALLY OMITTED] (“you”); and






	(2)	 	MONEYGRAM INTERNATIONAL LTD of 1 Bevington Path, London SE1 3PW (the “Company”).





WHEREAS:




	(A)	 	You have been employed by the Company since 6 May 2003 pursuant to a service agreement
between you and the Company dated 1 July 2008 (“Service Agreement”).






	(B)	 	You and the Company have agreed terms upon which your employment with the Company will
terminate.






	(C)	 	The Company is entering into this Agreement for itself and as agent for each and every
company which is a holding company or subsidiary of the Company and each and every subsidiary
of any such holding company, whether in the United Kingdom or elsewhere (“Group Company”) and
is duly authorised in that behalf.





IT IS AGREED as follows:




	1.	 	Termination date and reason for dismissal






Your employment will terminate on 30 April 2010 (the “Termination Date”) on grounds of
redundancy.




	2.	 	Severance payment






	2.1	 	The Company shall, as compensation for loss of employment but without admission of liability,
pay to you the sum of £149,238, one hundred and forty nine thousand, two hundred and thirty
eight pounds (the “Severance Payment”) without deduction of income tax from the first £30,000,
in accordance with sections 401-416 of the Income Tax (Earnings and Pensions Act) 2003. Basic
rate tax only will be deducted from the amount of the severance payment over £30,000. Any
additional liability to tax on the Severance Payment shall be borne by you alone. The payment
will be made after the production of your P45.






	2.2	 	The Severance Payment will be paid in two tranches. The first tranche of £85,000 will be
paid within 14 days following the date of this Agreement or the Termination Date, whichever is
the later. The second tranche of £64,238 will be paid, less any applicable Outplacement Fees
referred to in clause 22, on or before 14 August 2010.






	3.	 	Redundancy payment






The Severance Payment includes your statutory redundancy payment and any contractual
redundancy payment to which you may be entitled. The statutory redundancy payment is not
subject to income tax and is included with the £30,000 tax free amount referred to above.
Your statutory redundancy payment is calculated as follows:



	 	 	 	 	 
	Age multiplication factor:
	 	 	1.5	 
	Date of commencement of employment: 6 May 2003

	Number of complete years of employment: 6

	Current salary:
	 	£	214,961	 







Calculation:




1.5 x 6 x £380 (current statutory maximum weekly pay) = £3,420.00.




	4.	 	Pay in lieu of notice






	4.1	 	The Company shall pay to you within 14 days following the date of this Agreement or the
Termination Date, whichever is the later, the sum of two hundred and fourteen thousand nine
hundred and sixty one pounds in lieu of 12 months’ salary (the “Notice Payment”), less
appropriate statutory deductions. Basic rate tax only will be deducted. Any additional
liability to tax shall be borne by you alone. The payment will be made after the production of
your P45.






	5.	 	Holiday pay






You will be entitled to holiday pay in respect of half a day’s holiday accrued but untaken
by you for the period up to and including the Termination Date. This will be paid to you
through the payroll in the normal way, less appropriate statutory deductions.




	6.	 	Contractual benefits






You will continue to receive all contractual benefits up to and including the Termination
Date.




	7.	 	Tax indemnity






The Company gives you no representation as to whether any income tax or employee national
insurance contributions arise or are payable in respect of any payments made or benefits
provided to you under this Agreement, and you are solely responsible for the payment of any
such income tax or employee national insurance contributions. Except in relation to any
amounts deducted by the Company from any payment to you under this Agreement, you will, on
demand, indemnify the Company and each Group Company and shall keep it and them fully
indemnified on a continuing basis against all and any liability to, or to account for,
income tax or employee national insurance contributions (including, without limitation, any
liability which results from a failure to make deductions in respect of the same under the
PAYE system).




	8.	 	Resignation of Directorships






You shall immediately resign as a director of MoneyGram International Limited, the Company,
and any Group Company of which you are a director by delivering to the Company a letter of
resignation in the terms of the draft attached at Appendix 1 and do any other act required
by the Company to effect such resignations from such offices.




	9.	 	Return of property






	9.1	 	You acknowledge that all credit cards, keys, communication devices (including without
limitation any mobile phones, blackberries and laptops) or other tangible property provided to
you by the Company or any Group Company and any and all books, notes, memoranda, records,
lists of customers and suppliers and employees, correspondence, documents, (including for
avoidance of doubt any copies of any documents), papers, computer and other discs and tapes,
data listings, codes and other material whatsoever (whether made or created by you or
otherwise) relating to the business of the Company or any Group Company (and any copies of the
same) including but not limited to any document or tangible property which contains any
Confidential Information (as defined herein) belonging to the Company or any Group Company:






	 	9.1.1	 	are the property of the Company or the relevant Group Company; and






	 	9.1.2	 	shall be handed over to the Company on the Termination Date






save where it is necessary for the Executive to retain such property for the purposes of
fulfilling his duties under clause 17, Continuing Assistance.




	10.	 	Stock options






	10.1	 	You may possess exercisable MoneyGram International, Inc, Stock Option rights. You agree to
observe MoneyGram’s policy on insider trading and will not purchase or sell stock of MoneyGram
while in possession of inside information, or prior to the next window period that begins
after the termination of your employment. You may exercise your MoneyGram International, Inc,
Stock Options, if any, by via the Internet (www.etrade.com/stockplans) or contacting
E*Trade Executive Services at 678-624-6219.






	10.2	 	The Company shall do nothing whereby the outstanding rights on termination of employment (if
any) to exercise stock options granted to you in the course of your employment would be
prejudiced. Any stock option rights will be dealt with strictly in accordance with the rules
of the relevant scheme.






	11.	 	Reference






The Company will provide prospective employers, recruitment agencies, consultancies, head
hunters, other similar parties, upon request, with a reference in the form of that attached
to this Agreement as Appendix 2 (“the Reference”) and shall respond to any oral queries for
a reference in a manner consistent with Appendix 2 provided that such requests for a
reference are addressed to the HR Department, Human Resources Department, Personnel
Department or similar or to A. Hallawell or S. Piano or P. Patsley.  Within 14 days of the
Termination Date the Company will also provide you with a copy of the Reference on headed
letterhead paper dated and marked “to whom it may concern”.




	12.	 	Restrictive Covenants






	12.1	 	You acknowledge and confirm that the obligations undertaken by you under clause 12 and
Schedule 2 of your Service Agreement and as set out in the Employee Trade Secret, Confidential
Information and Post Employment Restrictions Agreement are now repeated and will remain in
full force and effect notwithstanding the termination of your employment.






	13.	 	Breach of duty






You confirm that, save as already disclosed by you to the Board of the Company, you have
committed no breach of duty (including fiduciary duty) to the Company or any Group Company.




	14.	 	Confidential Information






You agree that you will not (except with the express written consent of the Board of the
Company or in compliance with an order of a competent court) at any time (without limit)
after the Termination Date:




	 	(a)	 	divulge or communicate to any person, company, business
entity or other organisation; or






	 	(b)	 	use for your own purposes or for any purposes other than
those of the Company or any Group Company; or






	 	(c)	 	through any failure to exercise due care and diligence,
permit or cause any unauthorised disclosure of






any information including but not limited to terms of contracts or arrangements, existing
and potential projects, information regarding customers, clients or suppliers, disputes,
business development and/or marketing programmes and plans, the business, products, affairs
and finances of the Company or of any Group Company for the time being confidential to it
or to them or treated by it or them as such and trade secrets (including, without
limitation, technical data and know-how) relating to the business of the Company or of any
Group Company or of any of its or their suppliers, clients or customers (“Confidential
Information”).




	15.	 	Retention of Confidential Information






You undertake that any Confidential Information (including, without limitation, any
software programs or codes) whether belonging to the Company or any Group Company or
provided to you by them, in connection with your employment is returned to the Company no
later than 14 days following the Termination Date. This will include any information which
may be in your possession, electronically recoverable by you, or delivered by you and then
returned to you by a third party.




	16.	 	Announcements






	16.1	 	The Company will make an announcement in the terms of Appendix 3 in relation to the
termination of your employment.






	16.2	 	You undertake not to make nor publish nor cause to be made or published to anyone, whether
orally or in writing, in any circumstances any disparaging remarks concerning the Company or
any Group Company, their directors, officers or employees or make or publish or cause to be
made or published or do any act or thing which might reasonably be expected to damage the
business interests or reputation of the Company or any Group Company or their directors,
officers or employees. The Company will use reasonable endeavours to ensure that A.
Hallawell, S. Piano and P. Patsley do not make nor publish or cause to be made or published to
anyone in any circumstances any disparaging remarks concerning you, nor make nor publish nor
cause to be made or published nor do, any act or thing which might reasonably be expected to
damage your reputation






	17.	 	Continuing assistance






You agree that you will continue to provide transitional assistance to the Company as and
when needed for a period of three months after the Termination Date and also in relation to
any ongoing litigation or potential litigation in which the Company or any Group Company
may be involved. The Company agrees to pay reasonable personal expenses relating to any
travel or meetings requiring your attendance on such matters, subject to your obtaining
prior approval for such expenses on each occasion.




	18.	 	Independent legal advice






	18.1	 	It is a condition of this Agreement that you have received legal advice from a “relevant
independent adviser” (within the meaning of section 203 of the Employment Rights Act 1996) as
to the terms and effect of this Agreement and in particular on its effect on your ability to
pursue a complaint or proceeding in an Employment Tribunal or civil court. You hereby
represent, warrant and undertake that:






	 	18.1.1	 	you have taken the advice described in this clause 18.1 from Paul Fontes of
Eversheds LLP, One Wood Street, London, EC2 7W5 and Paul Fontes has supplied to the
Company, a letter in the terms of Appendix 4 to this Agreement;






	 	18.1.2	 	you have been advised by your adviser that there is, and was at the time you
received the advice referred to above, in force a contract of insurance or an
indemnity provided for members of a profession or professional body covering the risk
of a claim by you in respect of loss arising in consequence of that advice;






	 	18.1.3	 	you have instructed your adviser to advise as to whether you have or may have any
claims, including statutory claims, against the Company or any Group Company arising
out of or in connection with your employment and directorships and/or its or their
termination; and






	 	18.1.4	 	you have provided your adviser with all available information which your adviser
requires or may require in order to advise whether you have any such claims and your
adviser has advised you that on the basis of the information available to your adviser






	 	(a)	 	your only claims or potential claims or complaints against
the Company or any Group Company, whether statutory, contractual, at common
law or otherwise, are those listed in clause 19 of this Agreement; and






	 	(b)	 	you have no other claim against the Company or any Group
Company whether statutory, contractual, at common law or otherwise.






	19.	 	Full and final settlement






	19.1	 	You agree the terms of this Agreement are without admission of liability on the part of the
Company or any Group Company in full and final settlement of all claims (if any), except for
any personal injury claims or claims in relation to accrued pension entitlements of which you
are not aware or which you could not reasonably have been aware at the date of this Agreement,
in any legal jurisdiction, whether contractual, statutory or otherwise whether contemplated or
not which you have or may have against the Company or any Group Company or their respective
shareholders, officers or employees arising out of or in connection with your employment
directorships and their termination, including but not limited to the following claims under
English and/or European Union law which are the complaints to which this Agreement relates and
which may be contemplated by you in the current circumstances or which are the subject of
commenced proceedings: [Employee’s adviser to delete claims that are not contemplated by
Employee or the subject of commenced proceedings]






	 	19.1.1	 	[any claim for breach of contract or wrongful dismissal;]






	 	19.1.2	 	[any claim for unfair dismissal, under the Employment Rights Act 1996;]






	 	19.1.3	 	[any claim for a statutory redundancy payment, under the Employment Rights Act
1996;]






	 	19.1.4	 	[any claim in relation to an unauthorised deduction from wages or unauthorised
payment, under section 23 of the Employment Rights Act 1996;]






	 	19.1.5	 	[any claim for an unlawful detriment, under the Employment Rights Act 1996;]






	 	19.1.6	 	[any claim in relation to employment particulars, under the Employment Rights Act
1996;]






	 	19.1.7	 	[any claim in relation to guarantee payments, under the Employment Rights Act 1996;]






	 	19.1.8	 	[any claim in relation to Sunday working for shop and betting workers, under the
Employment Rights Act 1996;]






	 	19.1.9	 	[any claim in relation to protected disclosures, under the Employment Rights Act
1996 and the Public Interest Disclosure Act 1998;]






	 	19.1.10	 	[any claim in relation to suspension from work, under the Employment Rights Act
1996;]






	 	19.1.11	 	[any claim in relation to maternity, paternity, adoption and parental rights and
flexible working, under the Employment Rights Act 1996;]






	 	19.1.12	 	[any claim in relation to time off work, under the Employment Rights Act 1996;]






	 	19.1.13	 	[any claim in relation to working time or holiday pay, under the Working Time
Regulations 1998;]






	 	19.1.14	 	[any claim in relation to the national minimum wage, under the National Minimum
Wage Act 1998;]






	 	19.1.15	 	[any claim for equal pay, under the Equal Pay Act 1970;]






	 	19.1.16	 	[any claim for direct or indirect discrimination, harassment or victimisation on
the grounds of sex or the individual’s marital or civil partnership status, under the
Sex Discrimination Act 1975;]






	 	19.1.17	 	[any claim for direct or indirect discrimination, harassment or victimisation on
the grounds of colour, race, nationality or ethnic or national origin, under the Race
Relations Act 1976;]






	 	19.1.18	 	[any claim for discrimination, harassment or victimisation on the grounds of
disability, or for discrimination for a reason relating to disability, or in failure
to make reasonable adjustments, under the Disability Discrimination Act 1995;]






	 	19.1.19	 	[any claim for breach of obligations under the Protection of Harassment Act 1997;]






	 	19.1.20	 	[any claim for less favourable treatment on the grounds of part-time status, under
the Part I Workers (Prevention of Less Favourable Treatment) Regulations 2000;]






	 	19.1.21	 	[any claim for less favourable treatment on the grounds of fixed-term status, under
the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;]






	 	19.1.22	 	[any claim for direct or indirect discrimination, harassment or victimisation on
the grounds of religion or belief, under the Employment Equality (Religion or Belief)
Regulations 2003;]






	 	19.1.23	 	[any claim for direct or indirect discrimination, harassment or victimisation on
the grounds of sexual orientation, under the Employment Equality (Sexual Orientation)
Regulations 2003;]






	 	19.1.24	 	[any claim for direct or indirect discrimination, harassment or victimisation on
the grounds of age, under the Employment Equality (Age) Regulations 2006;]]






	 	19.1.25	 	[any claim for failure to comply with obligations under the Transnational
Information and Consultation etc. Regulations 1999;]






	 	19.1.26	 	[any claim for failure to comply with obligations under the Information and
Consultation of Employees Regulations 2004;]






	 	19.1.27	 	[any claim for failure to comply with obligations under the Occupational and
Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment)
Regulations 2006;]






	 	19.1.28	 	[any claim in relation to the obligations to elect appropriate representatives or
inform and consult or any entitlement to compensation, under the Transfer of
Undertakings (Protection of Employment) Regulations 2006;]






	 	19.1.29	 	[any claim for failure to comply with obligations under the Human Rights Act 1998;]






	 	19.1.30	 	[any claim for failure to comply with obligations under the Data Protection Act
1998;]






	 	19.1.31	 	[any claim in relation to existing personal injury claims, whether or not you are
aware of such claims;]






	 	19.1.32	 	[any claim in relation to accrued pension entitlements, whether or not you are
aware of such claims;]






	 	19.1.33	 	[any claim arising as a consequence of the United Kingdom’s membership of the
European Union;]






	 	19.1.34	 	[any claim in relation to the right to be accompanied under the Employment Rights
Act 1999;]





	 	 	 
	19.1.35

19.1.36

19.1.37

19.1.38

19.1.39
	 	[any claim under the Tax Credits Act 2002;]

[any claim under the Social Security Contributions and Benefits Act 1992;]

[any claim for equal pay under the Equal Pay Act 1970;]

[any claim under the Maternity and Parental Leave etc. Regulations 1999;]

[any claim under the Additional Paternity Leave Regulations 2010;]








	 	19.1.40	 	[any claim under the Employee Study and Training (Eligibility, Complaints and
Remedies) Regulations 2010;]






	 	19.1.41	 	[any claim under the Social Security (Medical Evidence) and Statutory Sick Pay
(Medical Evidence) Amendment Regulations 2010;]






	 	19.1.42	 	[any claim arising out of a contravention or an alleged contravention of the
Employment Act 2002 and/or the Employment Act 2002 (Dispute Resolution) Regulations
2004 (statutory dismissal, disciplinary and grievance procedures);]






	 	19.1.43	 	[any claim arising out of a contravention or alleged contravention of Section 188
(duty of employer to consult on collective redundancies) or Section 190 (entitlement
under protective award) of the Trade Union and Labour Relations (Consolidation) Act
1992;]






	 	19.1.44	 	[any claims for physical or psychiatric illness relating to any acts of
discrimination;]






	 	19.1.45	 	[any stress-related claims and/or any claims relating to depression; and]






	19.2	 	You warrant to the best of your information and belief that you are not aware of the
circumstances of any personal injury claim that you might have against the Company or any
other Group Company and that as at the date of this Agreement you have not received any social
security benefits in respect of any injury, accident or disease alleged to have occurred in
connection with, as a result of or been caused by any claim referred to in this clause 19.






	20.	 	Legal proceedings






You confirm that you have not instituted any complaint to or proceedings in the High Court,
a County Court or an Employment Tribunal and agree to refrain from bringing or instituting
any claims against the Company or any shareholder, officer or employee of the Company
including but not limited to those claims specified in clause 19. The potential complaints
or proceedings to which this Agreement relates arise out of your employment by the Company
or the termination of that employment.




The Company confirms that it is not aware of any claims that it has or may have against you
and you will continue to be covered under the Company’s directors’ and officers’ liability
insurance policy in respect of any claims which are made in respect of the period in which
you were a director or officer of the Company or any Group Company.




	21.	 	Legal fees






The Company will make a payment of £2,500 + VAT, in respect of the legal costs and expenses
incurred by you in obtaining legal advice in relation to this Agreement, in accordance with
HM Revenue & Customs Statutory Concession A81 (the “Legal Fee Payment”). This will be
subject to the submission of a valid invoice from your legal adviser addressed to you but
marked payable by the Company to be delivered for the attention of A. Hallawell at
MoneyGram International Ltd., of 1 Bevington Path, London, SE1 3PW. Payment will be made,
within 30 days following receipt of the invoice, direct to your solicitors.




	22.	 	Outplacement Fees






The Company shall provide you with qualifying outplacement counselling services (within the
meaning of Section 310 of the Income Tax (Earnings and Pensions) Act 2003) with an agreed
service provider. This will be subject to the submission of a valid invoice from the agreed
service provider addressed to you but marked payable by the Company to be delivered for the
attention of A. Hallawell at MoneyGram International Ltd., of 1 Bevington Path, London, SE1
3PW. Payment of this sum will be made directly to the service provider and will be
deducted from the second tranche of the Severance Payment.




	23.	 	Reliance






You acknowledge that the Company has entered into this Agreement in reliance on the
warranties, representations, acknowledgments and undertakings given by you herein. In the
event of you bringing any claims set out in clause 19, without prejudice to any other
remedy the Company may have, the Severance Payment (less any part thereof which is a
Statutory Redundancy Payment) shall be repaid by you to the Company forthwith and shall be
recoverable by the Company as a debt (and the parties agree that the amount of the
Severance Payment represents a reasonable pre-estimate of the Company’s loss arising from
any such breach by you).




	24.	 	Satisfaction of conditions regarding compromise agreements






It is agreed and acknowledged that the conditions regulating Compromise Agreements
contained in section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under
that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations Act 1976,
section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, paragraph
2 of schedule 3A of the Disability Discrimination Act 1995, section 203(3) of the
Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section
49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational
Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers
(Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term
Employees (Prevention of Less Favourable Treatment) Regulations 2002, paragraph 2(2) of
schedule 4 of the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2)
of schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, regulation
40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 12 of
the schedule to the Occupational and Personal Pension Schemes (Consultation by Employers
and Miscellaneous Amendment) Regulations 2006 and paragraph 2(2) of schedule 5 of the
Employment Equality (Age) Regulations 2006 are intended to be and have been satisfied.




	25.	 	Severability






Should any provision of this Agreement become legally unenforceable, no other provision of
this Agreement shall be affected and this Agreement shall be construed as if the Agreement
had never included the unenforceable provision.




	26.	 	Headings






The headings to clauses in this Agreement are for convenience only and have no legal
effect.




	27.	 	Counterparts






This Agreement may be executed in one or more parts by the parties on separate counterpart
or facsimile copies each of which when so executed by any party shall be an original but
all executed counterpart or facsimile copies shall together when delivered constitute but
one agreement. This Agreement shall not be completed, delivered or dated until each party
has received counterpart or facsimile copies validly executed by all other parties. The
date of this Agreement shall be the date in the United Kingdom on which validly executed
copies were received by all parties.




	28.	 	Whole Agreement






This Agreement sets out the entire agreement as to the termination of your employment
between the Company and you and supersedes all prior discussions between the parties or
their advisers and all statements, representations, terms and conditions, warranties,
guarantees, proposals, communications and understandings whenever given and whether orally
or in writing.




	29.	 	Subject to contract and without prejudice






This Agreement shall be deemed to be without prejudice and subject to contract until such
time as it is signed and dated by both parties, when it shall be treated as an open
document evidencing a binding agreement.




	30.	 	Governing law and jurisdiction






This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with English law. The parties irrevocably agree
that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with this Agreement or its subject
matter or formation (including non-contractual disputes or claims).



	 	 	 
	Signed by:

	 	.................................................

John Hempsey
	In the presence of a witness

	Signed by:

Witness name:

Witness address:

Signed by

	 	.................................................

..................................................

..................................................

..................................................

..................................................







MoneyGram International Limited



APPENDIX 1





1






LETTERS OF RESIGNATION




[date]



Private & Confidential



The Directors


MoneyGram International Holdings Ltd


MIL Overseas Limited


MoneyGram International Ltd



MoneyGram Payment Systems Italy S.R.L.


MoneyGram Payment Systems Spain, S.A.U.


MoneyGram France S.A.


Blue Dolphin Financial Services NV


Blue Dolphin Financial Services Nederland BV


MoneyGram India Private Limited


MoneyGram Overseas (Pty) Limited


MoneyGram Overseas Nigeria Limited


MoneyGram Payment Systems Bulgaria



Dear Sirs



Please accept this letter as formal notice of my resignation as a director of MoneyGram
International Holdings Ltd, MIL Overseas Limited and MoneyGram International Ltd and the related
MoneyGram entities listed above. My resignation is to be effective immediately.



Yours faithfully



Signed.............................................


John Hempsey



APPENDIX 2





2






REFERENCE




Dear Sir/Madam



Re: John Hempsey



John Hempsey joined MoneyGram International Limited (MIL) on 6th May 2003 and was
employed by the Company for a period of almost 7 years through to April 2010.  He started as Chief
Executive Officer, MIL and in December 2009 became EVP, Europe, Middle East, Africa and Asia
Pacific.  From June 2008, John reported to the CEO of MGI and was a member of the MGI Executive
Committee and an officer of the company. Additionally, while John was the CEO of Thomas Cook Global
and Financial Services, he served on the MIL Board, at that time a JV between Travellers Express
and the Thomas Cook Group, between 1997 and 2001. John was Chairman of the Board of MoneyGram
France SA, a company regulated by the Banque de France; Chairman of MoneyGram France SA Internal
Audit Committee; Chairman of the MIL Credit Control Committee and a Board member of various other
subsidiaries around the world.



While CEO, John was responsible for Sales, Marketing, New Product Development, Finance, IT,
Operations, Human Resources, Legal and Compliance within MIL.  When he became EVP, EMEAAP, he
continued in the EMEAAP leadership role and focused on Sales, Marketing and Product Development
growing transactions, revenue and EBITDA through an increasing send and receive network. Important
achievements included:




	•	 	From 2003 to 2009 grew Gross Revenue from $122 million to $315 million; Transactions from
3.5 million to 12.5 million; Net Revenue from $67 million to $172 million; Network locations
from 20,000 to 124,000;






	•	 	Successfully acquired and integrated a company in Italy, two in Spain, one in France and
one in Belgium.






	•	 	Applied for and received licences in the UK (FSA) and France (Banque de France).






	•	 	Initiated and grew retail operations in France, Germany, Holland and Belgium.






	•	 	Grew the EMEAAP business from a team of 60 to over 700 employees  





In summary, John has been a dedicated asset to the business who has contributed much to MGI and the
industry. I believe he has much to offer and I would recommend him to prospective employers.



Yours faithfully



Pam Patsley


Chairman & CEO, MGI



APPENDIX 3





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AGREED WORDING OF ANNOUNCEMENT





John Hempsey, executive vice president, EMEAAP, is leaving MoneyGram effective April 30th.
During his tenure, John has made significant contributions to MoneyGram, including helping
to increase our presence in every corner of the world. Under John’s leadership, the region
has grown into a dynamic team of nearly 700 employees with a network of 130,000 locations;
we’ve acquired and integrated important companies in Italy, France, Belgium, and Spain; and
opened retail locations in France, Germany and Benelux. John has built a strong and
talented team of employees that I know will be an invaluable asset to MoneyGram and our
clients as we accelerate our momentum across the globe.  John Hempsey will be assisting us
to ensure a smooth transition in the coming months. Again, we thank John for his many
contributions to the company and wish him the very best in his future endeavors.



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APPENDIX 4

ADVISER’S CERTIFICATE

Letter to be typed on the headed notepaper of Employee’s solicitors




[date]



Your Ref: S. Linton



Our Ref:



Dewey & LeBoeuf


No. 1 Minster Court


Mincing Lane


London EC3R 7YL



Dear Sirs



Adviser’s certificate: John Hempsey – MoneyGram International Ltd



I refer to the Agreement which it is proposed be entered into between my client, John Hempsey, and
MoneyGram International Ltd, a copy of which is attached to this letter and initialled on each page
by me (the “Agreement”). I am writing to confirm the following information:




	1.	 	There is, and was at the time I gave the advice referred to in this letter, in force a policy
of insurance covering the risk of a claim by [insert name of employee] in respect of loss
arising in consequence of the advice I gave.






	2.	 	I have given legal advice as a relevant independent advisor (within the meaning of Section
77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal
Pay Act 1970), Section 72(4A) of the Race Relations Act 1976, Section 288(2B) of the Trade
Union and Labour Relations (Consolidation) Act 1992, Paragraph 2 of Schedule 3A of the
Disability Discrimination Act 1995, Section 203(3) of the Employment Rights Act 1996,
Regulation 35(3) of the Working Time Regulations 1998, Section 49(4) of the National Minimum
Wage Act 1998, Regulation 41(4) of the Trans-national Information and Consultation etc.
Regulations 1999, Regulation 9 of the Part-Time Workers (Prevention of Less Favourable
Treatment) Regulations 2000, Regulation 10 of the Fixed-Term Employees (Prevention of Less
Favourable Treatment) Regulations 2002, Paragraph 2(2) of Schedule 4 of the Employment
Equality (Sexual Orientation) Regulations 2003, Paragraph 2(2) of Schedule 4 of the Employment
Equality (Religion or Belief) Regulations 2003, Regulation 40(4) of the Information and
Consultation of Employees Regulations 2004, Paragraph 12 of the Schedule to the Occupational
and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment)
Regulations 2006 and Paragraph 2(2) of Schedule 5 of the Employment Equality (Age) Regulations
2006) to [insert name of employee] as to the terms and effect of the proposed Agreement and in
particular its effect on his ability to pursue his rights before an Employment Tribunal.






	 	 	3.




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I am, and was at the time I gave the advice referred to in paragraph 2 above, a solicitor
of the Supreme Court holding a current Practising Certificate.



Yours faithfully



Paul Fontes


Eversheds LLP




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