exv10w6



 





Exhibit 10.6




MONEYGRAM INTERNATIONAL, INC.




MANAGEMENT INCENTIVE PLAN




Pursuant to the 2004 MoneyGram International, Inc. Omnibus Incentive Plan




June 30, 2004




I. PURPOSE:




     The purpose of the MoneyGram International, Inc. Management Incentive Plan
(Plan) is to provide key executives of MoneyGram International, Inc.
(Moneygram) and its subsidiaries with an incentive to achieve goals as set
forth under this Plan for each calendar year (Plan Year) for their respective
companies and to provide effective management and leadership to that end.



II. PHILOSOPHY:




     The Plan will provide key executives incentive bonuses based upon
appropriately weighted pre-defined income and other performance measurements.



III. SUBSIDIARIES, SUBSIDIARY GROUPS AND DIVISIONS:




     A. Each subsidiary, subsidiary group, line of business or division listed
below is a “Company” for the purposes of this Plan:



Name of Company




Global Funds Transfer

Payment Systems


MoneyGram may, by action of its Board of Directors or its Human Resources
Committee, add or remove business units on the list of participant companies
from time to time.




     B. FUNDING LIMIT:



     A “funding limit” shall be established annually for each Company
participant who has been designated an Executive Officer as defined under
Section 16(b) of the Securities Exchange Act. The funding limit shall be an
amount determined by multiplying the actual net income of the Company for the
Plan Year by the percent of such income approved by the Human Resources
Committee of the MoneyGram International, Inc. Board of Directors (Committee)
for such funding limit. The executive cannot be paid a larger bonus than the
funding limit provided by this clause, 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.



 









 





     C. PERFORMANCE GOALS:




1. OPERATING OR PRE-TAX INCOME (as calculated for external reporting
purposes):



     An appropriate “operating income” or “pre-tax income” target for the plan
year for each Company may be recommended by the Chief Executive Officer of
MoneyGram 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.



     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. In addition, an adjustment to actual operating or
pre-tax income will be made for any increase or decrease in cost to a
subsidiary in connection with a change in the actual formula allocation of
corporate overhead over amounts included in the Plan for the year.



     Special treatment of any other significant unusual or non-recurring items
(for purposes of determining actual or target operating or pre-tax income)
arising after a Company’s targets are set may be recommended by the Chief
Executive Officer of MoneyGram to the Committee for approval, including, for
example, appropriate adjustment of operating or pre-tax income target or
actuals to reflect planned effects of an acquisition approved after target has
been set. Other examples include unusual items or effects of a change in
accounting principle.



     Incentives to be paid under this Plan must be deducted from the subsidiary
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 this Plan.




2. VALUE ADDED MEASUREMENT:



     An appropriate “Value Added” target for the plan year for certain
companies may be recommended by the Chief Executive Officer of MoneyGram
International, Inc. to the Committee for approval. This measurement is intended
to place increased emphasis on securing an adequate return to MoneyGram on all
capital employed in the business. MoneyGram Value Added (MVA) compares net
operating income to the return required on capital invested in the business.



     In calculating the bonus pool of each applicable Company, MVA shall mean
Net Operating Profit After Taxes (NOPAT is defined as sales minus operating
expenses minus taxes) minus a Capital Charge calculated by multiplying a Cost
of Capital times the actual Capital (Capital is defined as total assets less
current and other liabilities exclusive of debt). Certain adjustments are
necessary to determine NOPAT and Capital.



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3. CASH FLOW:



     An appropriate “Cash Flow” target for the plan year for certain companies
may be recommended by the Chief Executive Officer of MoneyGram International,
Inc. to the Committee for approval. This measurement is intended to place
increased emphasis on delivering available cash to MoneyGram.



     Operating Cash Flow is defined as the net change in cash resulting from
the operations of the Company. Cash flows from operations exclude the impact
of investing activities (acquiring and disposing of investments and productive
long-lived assets) and financing activities (borrowing and repaying debt,
payment of dividends, and treasury stock repurchases).




4. OTHER PERFORMANCE MEASUREMENTS:



     An appropriate number of performance measurements other than operating or
pre-tax income, MVA and cash flow 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 MoneyGram to recommend to the
Committee the measures to be used and, at the end of the year, the level of
achievement against each.




5. REVENUE:



     The bonus pool earned will be subject to a further calculation whereby the
total bonus pool otherwise accruable will be adjusted by 95% (threshold) up to
105% (maximum), depending on the achievement against the revenue target.




6. ESTABLISHING TARGETS:



     The targets for revenue, operating or pre-tax income, MVA, cash flow and
for the categories of discretionary performance measurements to be employed
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 MoneyGram International, Inc.



     D. PARTICIPANT ELIGIBILITY:



     The Committee will select the Executive Officers as defined under Section
16(b) of the Securities Exchange Act eligible for participation no later than
90 days after the beginning of the Plan Year. Other personnel will be eligible
for participation as designated by each Company President or Chief Executive
Officer and recommended to the Chief Executive Officer of MoneyGram
International, Inc. for approval, limited only to those executives who occupy a
position in which they can significantly affect operating results as
pre-defined by appropriate and consistent criteria, i.e., base salary not less
than $49,000 per year, or base salary not less than 50% of the Company’s Chief
Executive Officer, or position not more than the third organizational level
below the Company Chief Executive Officer or another applicable criteria.



     NOTE: 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 by the Company President



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or Chief Executive Officer, and approved by the Chief Executive Officer of
MoneyGram International, Inc.




     E. TARGET BONUSES:



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



     Target bonuses for other eligible personnel will be established in writing
within the following parameters subject to approval by the Chief Executive
Officer of MoneyGram International, Inc.



     Actual bonus awards will be dependent on Company performance versus the
targets established. A threshold performance will be required before any bonus
award is earned under the net income goal. Awards will also be capped when
stretch performance levels are achieved.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	As a Percentage of Salary

	Subsidiary Positions (1)
	 	Threshold(2)
	 	Target
	 	Cap

	President/General Manager

	 	 	25.0	%	 	 	50.0	%	 	 	100.0	%
	Executive Vice President-Senior
	 	 	 	 	 	 	 	 	 	 	 	 
	Vice President, and Other Operating

	 	 	22.5	%	 	 	45.0	%	 	 	90.0	%
	Executives

	 	 	20.0	%	 	 	40.0	%	 	 	80.0	%
	Vice Presidents

	 	 	17.5	%	 	 	35.0	%	 	 	70.0	%
	

	 	 	15.0	%	 	 	30.0	%	 	 	60.0	%
	Key Management Reporting to Officers

	 	 	12.5	%	 	 	25.0	%	 	 	50.0	%(3)
	

	 	 	10.0	%	 	 	20.0	%	 	 	40.0	%(3)
	Staff Professionals

	 	 	7.5	%	 	 	15.0	%	 	 	30.0	%(3)
	

	 	 	5.0	%	 	 	10.0	%	 	 	20.0	%(3)













	(1)	 	Target Bonus and Cap, as determined by the Committee, is dependent upon
organization reporting relationships.
	 
	(2)	 	Reflects minimum achievement of all performance targets. Threshold could
be lower if minimum achievement of only one performance target is met.
	 
	(3)	 	For certain positions, Target Bonus is the maximum formula award that may
be earned.





     F. BONUS POOL TARGET:



         1. The “Bonus Pool Target” will be initially established no later than 90
days after the beginning of the Plan Year and will be adjusted to equal the sum
of the target bonuses of all designated participants in each Company based upon
actual Plan Year salaries, as outlined in paragraph D above, plus 15% for
Special Achievement Awards.



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         2. The bonus pool will accrue in accordance with the Bonus Pool Accrual
Formula recommended by the Chief Executive Officer of MoneyGram International,
Inc. and approved by the Committee.



         3. Bonus pool accruals not paid out shall not be carried forward to any
succeeding year.



     G. INDIVIDUAL BONUS AWARDS:



         1. Indicated bonus awards will be equal to the product of the target bonus
percentage times the weighted average percentage of bonus pool accrued as
determined in paragraph F above times 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
Company President with the approval of the Chief Executive Officer of
MoneyGram International, Inc. for those executives not affected by
Section 162(m) of the Internal Revenue Code, and




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




    c) no individual award may exceed the individual’s capped target
award or the funding limit with respect to Executive Officers, and the
aggregate recommended bonuses may not exceed the bonus pool accrued for
other than Special Achievement Awards.



     2. Bonuses awarded to the participating management staff of subsidiary
groups may be paid from funds accrued based upon the target bonus for such
participant(s) times the weighted average performance of the Companies in the
subsidiary group, subject to adjustments as above.



IV. MONEYGRAM INTERNATIONAL, INC. CORPORATE STAFF:




     A. FUNDING LIMIT:



     A “funding limit” shall be established annually for each Corporate
participant who has been designated an Executive Officer as defined under
Section 16(b) of the Securities Exchange Act. The funding limit will be an
amount determined by multiplying the actual net income from continuing
operations of MoneyGram International, Inc. (as used in the income per share
calculation described herein) for the Plan Year by the percent of such income
approved by the Committee for such funding limit. The executive cannot be paid
a larger bonus than the funding limit provided by this clause, but may be paid
less in the discretion of the Committee based on the Performance Goals set
forth below and such other factors which the Committee may consider.



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     B. PERFORMANCE GOALS:




1. INCOME PER SHARE:



     An appropriate “income per share” from continuing operations target for
MoneyGram International, Inc. may be recommended by the Chief Executive Officer
of MoneyGram International, Inc. to the Committee for approval after
considering historical income per share from continuing operations, Plan Year
financial plan income, overall corporate objectives, and, if appropriate, other
circumstances.



     Income 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 this Plan must be deducted from MoneyGram’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 this Plan.




2. OPERATING INCOME:



     An appropriate “operating income” may be recommended by the Chief
Executive Officer of MoneyGram International, Inc. to the Committee for
approval.



     Operating income is defined as operating income before minority interest,
interest expense, interest income, and taxes, excluding unallocated corporate
overhead expenses, unusual, non-cash charges (such as goodwill impairments and
restructuring charges), and spin-off related costs.




3. VALUE ADDED MEASUREMENT:



     An appropriate “Value Added” target for the plan year for Corporate may be
recommended by the Chief Executive Officer of MoneyGram for approval by the
Human Resources Committee. This measurement is intended to place increased
emphasis on securing an adequate return to MoneyGram on all capital employed in
the business. MoneyGram Value Added (MVA) compares operating income to the
return required on capital invested in the business.



     In calculating the bonus pool for Corporate, MVA shall mean Net Operating
Profit After Taxes (NOPAT is defined as sales minus operating expenses minus
taxes) minus a Capital Charge calculated by multiplying a Cost of Capital times
the actual Capital (Capital is defined as



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total assets less current and other liabilities exclusive of debt).
Certain adjustments are necessary to determine NOPAT and Capital.





4. CASH FLOW:



     An appropriate “Cash Flow” target for the plan year for certain companies
may be recommended by the Chief Executive Officer of MoneyGram International,
Inc. to the Committee for approval. This measurement is intended to place
increased emphasis on delivering available cash to MoneyGram.



     Operating Cash Flow is defined as the net change in cash resulting from
the operations of the Company. Cash flows from operations exclude the impact
of investing activities (acquiring and disposing of investments and productive
long-lived assets) and financing activities (borrowing and repaying debt,
payment of dividends, and treasury stock repurchases).




5. OTHER PERFORMANCE MEASUREMENTS:



     An appropriate number of performance measurements other than income per
share will be established for Corporate, with the Chief Executive Officer of
MoneyGram to recommend to the Committee the level of achievement against each
of the measures.




6. REVENUE:



     The bonus pool earned will be subject to a further calculation whereby the
total bonus pool otherwise accruable will be adjusted by 95% (threshold) up to
105% (maximum) depending on the achievement against the revenue target.




7. ESTABLISHING TARGETS:



     The actual targets for revenue, income per share, cash flow, operating
income, MVA and for the performance measurements to be used 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 MoneyGram
International, Inc.



     C. PARTICIPANT ELIGIBILITY:



     The Committee will select the Executive Officers as defined under Section
16(b) of the Securities Exchange Act eligible for participation no later than
90 days after the beginning of the Plan Year. Other personnel will be eligible
for participation as recommended by the appropriate staff Vice President and as
approved by the Chief Executive Officer of MoneyGram International, Inc.,
limited only to those executives who occupy a position in which they can
significantly affect operating results as defined by the following criteria:




     a) Salary grade




     b) Not more than Organizational Level Four below the Chief Executive
Officer.



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     NOTE: 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 by the appropriate Vice President and
approved by the Chief Executive Officer of MoneyGram International, Inc.



     D. TARGET BONUSES:



     Target bonuses will be approved by the Committee for each Executive
Officer in writing within the following parameters no later than 90 days after
the beginning of the Plan Year and will be expressed as a percentage of salary.
Target bonuses for other eligible personnel will be established in writing
within the following parameters subject to approval by the Chief Executive
Officer of MoneyGram International, Inc.



     Actual bonus awards will be dependent on Company performance versus the
targets established. A threshold performance will be required before any bonus
award is earned under the income per share goal. Awards also will be capped
when stretch performance levels are achieved.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	As a Percentage of Salary

	Corporate Positions(1)
	 	Threshold(2)
	 	Target
	 	Cap

	President & Chief Executive Officer

	 	 	45.0	%	 	 	90.0	%	 	 	180.0	%
	Senior Advisory Group

	 	 	25.0	%	 	 	50.0	%	 	 	100.0	%
	

	 	 	22.5	%	 	 	45.0	%	 	 	90.0	%
	

	 	 	20.0	%	 	 	40.0	%	 	 	80.0	%
	Vice Presidents/Corporate Staff Officers

	 	 	20.0	%	 	 	40.0	%	 	 	80.0	%
	

	 	 	17.5	%	 	 	35.0	%	 	 	70.0	%
	

	 	 	15.0	%	 	 	30.0	%	 	 	60.0	%
	Staff Directors(2)

	 	 	15.0	%	 	 	30.0	%	 	 	60.0	%(3)
	

	 	 	12.5	%	 	 	25.0	%	 	 	50.0	%(3)
	

	 	 	10.0	%	 	 	20.0	%	 	 	40.0	%(3)
	Staff Professionals*

	 	 	10.0	%	 	 	20.0	%	 	 	40.0	%(3)
	

	 	 	7.5	%	 	 	15.0	%	 	 	30.0	%(3)













	(1)	 	Target Bonus and Cap, as determined by the Committee, is dependent upon
organization reporting relationships.
	 
	(2)	 	Reflects minimum of achievement of all performance targets. Threshold
could be lower if minimum achievement of only one performance target is
met.
	 
	(3)	 	For most positions below the Director level, Target Bonus is the maximum
formula award that may be earned.





     E. BONUS POOL TARGET:



         1. The “Bonus Pool Target” will be established no later than 90 days after
the beginning of the Plan Year and will be adjusted to equal the sum of the
target bonuses of all



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qualified participants based upon actual Plan Year base salaries, as
outlined in paragraph C above, plus 15% for Special Achievement Awards.




         2. The bonus pool will accrue in accordance with the Bonus Pool Accrual
Formula recommended by the Chief Executive Officer of MoneyGram International,
Inc. and approved by the Committee.



         3. Bonus pool accruals not paid out shall not be carried forward to any
succeeding year.



     F. INDIVIDUAL BONUS AWARDS:



     Indicated bonus awards will be equal to the product of the target bonus
percentage times the weighted average percentage of bonus pool accrued as
determined in paragraph D above times the individual’s actual Plan Year base
salary earnings, subject to adjustments as follows:




    a) discretionary upward or downward adjustment of formula awards by
the Committee after considering the recommendations of the Chief
Executive Officer of MoneyGram International, Inc. for those executives
not affected by Section 162(m) of the Internal Revenue Code,




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




    c) no individual award may exceed the individual’s capped target
award or the funding limit with respect to Executive Officers and the
aggregate recommended bonuses may not exceed the bonus pool for other
than Special Achievement Awards.



V. REPAYMENT PROVISIONS:




     A. NON-COMPETE:



     Unless a Change of Control (as defined in the MoneyGram International,
Inc. Omnibus Incentive Plan, as amended) shall have occurred after the date
hereof:



         1. In order to better protect the goodwill of MoneyGram and its Affiliates
(as defined in the Plan) and to prevent the disclosure of MoneyGram’s or its
Affiliates’ trade secrets and confidential information and thereby help insure
the long-term success of the business, each participant in this Plan, without
prior written consent of MoneyGram, 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 such
participant’s termination of employment with MoneyGram 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 MoneyGram 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 MoneyGram or one of its Affiliates, to be in development):



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    a) with respect to which such participant’s work has been directly
concerned at any time during the two (2) years preceding termination of
employment with MoneyGram 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 MoneyGram or its Affiliates.



         2. For purposes of the provisions of paragraph V A, it shall be
conclusively presumed that a participant in this 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 (2) years following the date of a
participant’s termination of employment with MoneyGram or any of its
Affiliates, such participant engages in any conduct agreed to be avoided in
accordance with paragraph V A, then all bonuses paid under this Plan to such
participant during the last 12 months of employment shall be returned or
otherwise repaid by such participant to MoneyGram. Participants in this Plan
consent to the deduction from any amounts MoneyGram or any of its Affiliates
owes to such participants to the extent of the amounts such participants owe
MoneyGram hereunder.



     B. MISCONDUCT:



     Unless a Change of Control shall have occurred after the date hereof, all
bonuses paid for 2003 and thereafter under this Plan to any participant shall
be returned or otherwise repaid by such participant to MoneyGram, if MoneyGram
reasonably determines that during a participant’s employment with MoneyGram or
any of its Affiliates:




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




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



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



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     C. ACTS CONTRARY TO MONEYGRAM:



     Unless a Change of Control shall have occurred after the date hereof, if
MoneyGram reasonably determines that at any time within two (2) 11 years after
the award of any bonus under this Plan to a participant that such participant
has acted significantly contrary to the best interests of MoneyGram, including,
but not limited to, any direct or indirect intentional disparagement of
MoneyGram, then any bonus paid under this Plan to such participant during the
prior 2-year period shall be returned or otherwise repaid by the participant to
MoneyGram. Participants in this Plan consent to the deduction from any amounts
MoneyGram or any of its Affiliates owes to such participants to the extent of
the amounts such participants owe MoneyGram hereunder.



     D. The Corporation’s reasonable determination required under paragraphs V
B and V C shall be made by the Human Resources Committee of the Corporation’s
Board of Directors, in the case of executive officers of the Corporation, and
by the Chief Executive Officer and Corporate Compliance Officer of the
Corporation, in the case of all other officers and employees.



VI. 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 this Plan,
including newly hired employees, may be recommended at the discretion of the
Chief Executive Officer to the Committee from the separate funds for
discretionary awards provided for under paragraphs III F and IV E.



VII. 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.



VIII. COMPENSATION ADVISORY COMMITTEE:




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



IX. SPECIAL COMPENSATION STATUS:




     All bonuses paid under this 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
a Company or of MoneyGram International, Inc. Participants in this 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 this Plan and any such other short-term incentive plan.



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X. DEFERRALS:




     Participants subject to taxation of income by the United States may submit
to the Committee, prior to November 15 of the year in which the bonus is being
earned a written request that all or a portion, but not less than a specified
minimum, of their bonus awards to be determined, if any, be irrevocably
deferred substantially in accordance with the terms and conditions of a
deferred compensation plan approved by the Board of Directors of MoneyGram
International, Inc. or, if applicable, one of its subsidiaries if such plan has
been adopted. Participants subject to taxation of income by other
jurisdictions may submit to the Committee a written request that all or a
portion of their bonus awards be deferred in accordance with the terms and
conditions of a plan which is adopted by the Board of Directors of a
participant’s Company. Upon the receipt of any such request, the Committee
thereunder shall determine whether such request should be honored in whole or
part and shall forthwith advise each participant of its determination on such
request.



XI. PLAN TERMINATION:




     This Plan shall continue in effect until such time as it may be canceled
or otherwise terminated by action of the Board of Directors of MoneyGram
International, Inc. and will not become effective with respect to any Company
unless and until its Board of Directors adopts a specific plan for such
Company. While it is contemplated that incentive awards from the Plan will be
made, the Board of Directors of MoneyGram International, Inc., or any other
Company hereunder, may terminate, amend, alter, or modify this Plan at any time
and from time to time. Participation in the Plan shall create no right to
participate in any future year’s Plan.



XII. EMPLOYEE RIGHTS:




     No participant in this Plan shall be deemed to have a right to any part or
share of this Plan, except as provided in Paragraph XIII. This Plan does not
create for any employee or participant any right to be retained in service by
any Company, nor affect the right of any such Company to discharge any employee
or participant from employment. Except as provided for in administrative
guidelines, a participant who is not an employee of MoneyGram International,
Inc. or one of its subsidiaries on the date bonuses are paid will not receive a
bonus payment.



XIII. EFFECT OF CHANGE OF CONTROL:




     Notwithstanding anything to the contrary in this Plan, in the event of a
Change of Control (as defined in the 2004 MoneyGram International, Inc. Omnibus
Incentive Plan) each participant in the Plan shall be entitled to a prorata
bonus award calculated on the basis of achievement of performance goals through
the date of the Change of Control.



XIV. EFFECTIVE DATE:




     The Plan shall be effective June 30, 2004.




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