EX-10.02






Exhibit 10.02




AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR INDEMNIFICATION AGREEMENT




This Amended and Restated Non-Employee Director Indemnification Agreement
(“Agreement”) is made as of the        day of       , 20      , by and between MoneyGram
International, Inc. (the “Corporation”), a Delaware corporation, and       , a
director of the Corporation (the “Director”).



Recitals




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



B. In addition to the indemnification to which the Director is entitled under the Amended and
Restated Certificate of Incorporation of the Corporation (the “Articles”), the Corporation
at its sole expense maintains insurance protecting its officers and directors against certain
losses arising out of actual or threatened actions, suits or proceedings to which such persons may
be made or threatened to be made parties (“D & O Insurance”).



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



Agreement




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



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



2. Indemnity of Director. The Corporation shall hold harmless and indemnify Director
to the full extent authorized or permitted by the provisions of the Delaware General Corporation
Law or by any amendment thereof or other statutory provisions authorizing or permitting such
indemnification which is adopted after the date hereof. To the extent that a change in the
Delaware General Corporation Law (or other applicable law), whether by statute or judicial
decision, permits greater indemnification or advancement of expenses than would be afforded
currently under the Articles or the Bylaws and this Agreement, it is the intent of the parties
hereto that Director enjoy by this Agreement the greater benefits so afforded by such change. No
amendment, alteration or repeal of this Agreement or of any provision hereof or of the Articles or
the Bylaws or any provision thereof shall limit or restrict any right of Director under this
Agreement or such other documents in respect of any action taken or omitted by Director in
Director’s capacity as a director of the Corporation prior to such amendment, alteration or repeal.



3. Maintenance of Insurance and Self Insurance.




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




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




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



4. Additional Indemnity. Subject only to the exclusions set forth in Section 5 hereof,
and without limiting any right which Director may have now or in the future pursuant to the
Delaware General Corporation Law, the Articles, the Bylaws, any other agreement, any resolution,
any policy of insurance or otherwise, the Corporation hereby further agrees to hold harmless and
indemnify Director against any and all expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by Director in connection with any
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether by third parties or by or in the right of the Corporation
to which Director at any time becomes a party, or is threatened to be made a party, by reason of
the fact that Director is or was a director of the Corporation, or is or was serving or at any time
serves at the request of the Corporation as a director of another corporation, partnership, joint
venture, trust or other enterprise.



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




a. for which and to the extent that payment is actually made to Director under a valid
and collectible insurance policy maintained by the Corporation;




b. for which and to the extent that Director is indemnified by the Corporation or
receives a recovery from the Corporation otherwise than pursuant to Section 4;




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




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




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




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




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



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




a. The Corporation will be entitled to participate therein at its own expense; and




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




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



7. Advance Payments.




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




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




c. The Corporation agrees that if any party with a right to nominate the Director to a
position as a director of the Corporation (or any affiliate thereof other than the
Corporation) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable
hereunder or under any other indemnification agreement (whether pursuant to contract,
bylaws or charter) with Director, then (i) such party (or such affiliate, as the case may
be) shall be fully subrogated to all rights of Director with respect to such payment and
(ii) the Corporation shall reimburse such party (or such other affiliate) for the payments
actually made.



8. Indemnification Request.




(i) Advancement.




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




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




(ii) Indemnification.




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




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




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



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



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




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



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



10. Enforcement.




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




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



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



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




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




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




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



13. Miscellaneous. This Agreement shall supersede any other similar agreement with
directors of the Corporation previously adopted by the Board of Directors and entered into by the
Corporation.



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




MONEYGRAM INTERNATIONAL, INC.




By:       

Name:

Title:





DIRECTOR




By:      




Name: