FORM OF EMPLOYEE BENEFITS AGREEMENT



 





Exhibit 10.1



EMPLOYEE BENEFITS AGREEMENT




BY AND AMONG




VIAD CORP,




MONEYGRAM INTERNATIONAL, INC.




AND




TRAVELERS EXPRESS COMPANY, INC.




DATED AS OF [ ], 2004




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page

	ARTICLE I
	 	DEFINITIONS

	 	 	1	 
	 	1.01.	 	 	Terms Defined in the Separation and Distribution Agreement

	 	 	1	 
	 	1.02.	 	 	General

	 	 	2	 
	 	1.03.	 	 	Plan Names

	 	 	5	 
	ARTICLE II
	 	ASSIGNMENT OF EMPLOYEES

	 	 	5	 
	 	2.01.	 	 	Employees

	 	 	5	 
	 	2.02.	 	 	Resignation of Officers and Directors

	 	 	5	 
	 	2.03.	 	 	Change of Control Severance Arrangements

	 	 	6	 
	 	2.04.	 	 	Severance Pay and Termination Liabilities

	 	 	6	 
	ARTICLE III
	 	QUALIFIED PLANS

	 	 	6	 
	 	3.01.	 	 	Savings Plan and ESOP

	 	 	6	 
	 	3.02.	 	 	Defined Benefit Plans

	 	 	8	 
	ARTICLE IV
	 	NONQUALIFIED PENSION PLANS

	 	 	9	 
	 	4.01.	 	 	SERPs

	 	 	9	 
	 	4.02.	 	 	Deferred Compensation Plan and Viad Corp
Supplemental TRIM Plan

	 	 	9	 
	 	4.03.	 	 	Administration

	 	 	10	 
	ARTICLE V
	 	WELFARE BENEFITS

	 	 	11	 
	 	5.01.	 	 	End of Participation in Viad Welfare Plans

	 	 	11	 
	 	5.02.	 	 	MoneyGram Plans

	 	 	11	 
	 	5.03.	 	 	Certain Executive Medical Benefits

	 	 	11	 
	ARTICLE VI
	 	OPTIONS AND OTHER INCENTIVE COMPENSATION

	 	 	12	 
	 	6.01.	 	 	Stock Options

	 	 	12	 
	 	6.02.	 	 	Restricted Stock

	 	 	13	 
	 	6.03.	 	 	Other Terms and Conditions

	 	 	13	 
	 	6.04.	 	 	Tax Deductions

	 	 	13	 
	 	6.05.	 	 	Viad Corp Employee Equity Trust

	 	 	14	 
	 	6.06.	 	 	Viad Corp Management Incentive Plan

	 	 	14	 
	ARTICLE VII
	 	DIRECTORS’ PLANS

	 	 	15	 
	 	7.01.	 	 	Deferred Compensation Plan

	 	 	15	 
	 	7.02.	 	 	Charitable Award Program

	 	 	15	 







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	 	 	 	 	 	 	Page

	ARTICLE VIII
	 	MISCELLANEOUS

	 	 	16	 
	 	8.01.	 	 	Miscellaneous Plans

	 	 	16	 
	 	8.02.	 	 	Post-Distribution Liabilities

	 	 	16	 
	 	8.03.	 	 	Preservation of Rights to Amend or Terminate Plans

	 	 	16	 
	 	8.04.	 	 	Other Liabilities

	 	 	16	 
	 	8.05.	 	 	Audit and Dispute Resolution

	 	 	17	 
	 	8.06.	 	 	Effect if Distribution Does Not Occur

	 	 	18	 
	 	8.07.	 	 	Incorporation of Separation and Distribution Agreement
	 	 	 	 
	 	 	Provisions

	 	 	18	 
	 	8.08.	 	 	Indemnification; Joint and Several Liability

	 	 	18	 
	 	8.09.	 	 	Cost-Sharing

	 	 	18	 
	 	8.10.	 	 	Certain MoneyGram Common Stock

	 	 	18	 
	Schedule I:
	 	Certain MoneyGram Employees
	 	 	 	 







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EMPLOYEE BENEFITS AGREEMENT




     THIS EMPLOYEE BENEFITS AGREEMENT, dated as of [ ], is
by and among Viad Corp, a Delaware corporation (“Viad”), MoneyGram
International, Inc., a Delaware corporation (“MoneyGram”), and Travelers
Express Company, Inc., a Minnesota corporation (“TECI”).



W I T N E S S E T H:




     WHEREAS, Viad, MoneyGram and TECI and MGI Merger Sub, Inc., have entered
into a Separation and Distribution Agreement, dated as of the date hereof (the
“Separation and Distribution Agreement”) and certain other agreements that will
govern certain matters relating to the Merger and the Distribution (as those
terms are defined in the Separation and Distribution Agreement) and the
relationship of Viad and MoneyGram and their respective Subsidiaries following
the Distribution; and



     WHEREAS, pursuant to the Separation and Distribution Agreement, Viad,
MoneyGram and TECI have agreed to enter into this Agreement allocating assets,
liabilities and responsibilities with respect to certain employee compensation
and benefit plans and programs among them.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and intending to be legally bound thereby, the parties hereto
agree as follows:



ARTICLE I

DEFINITIONS




     1.01.
Terms Defined in the Separation and Distribution Agreement. The
following terms shall have the meanings assigned to them in the Separation and
Distribution Agreement (as defined in the second paragraph of this Agreement)
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined):



     Affiliate



     Code



     Distribution



     Distribution Date



     Effective Time



     Former MoneyGram Businesses



     Former Viad Business



     Group



     IRS



 









 





     Liabilities



     MoneyGram Common Stock



     MoneyGram Group



     NYSE



     Representative



     Subsidiary



     Viad Common Stock



     Viad Group



     1.02.
General. As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):



     Active Supplemental TRIM Participant: Any Viad Employee who is not, as of
the Distribution Date, employed by GES Exposition Services, Inc. or
Exhibitgroup/Giltspur, a division of Viad Corp.



     Adjusted Viad Option: as defined in Section 6.01(a).



     Administrating Party: as defined in Section 8.05(a).



     Agreement: this Employee Benefits Agreement, including Schedule I hereto.



     Assumed Deferred Compensation Plan Liabilities: as defined in Section
4.02.



     Assumed SERP Obligations: as defined in Section 4.01.



     Assumed Supplemental TRIM Liabilities: as defined in Section 4.02.



     Auditing Party: as defined in Section 8.05(a).



     Deferred Compensation Plan: the Viad Corp Deferred Compensation Plan.



     ERISA: the Employee Retirement Income Security Act of 1974, as amended,
or any successor legislation, and any regulations promulgated thereunder.



     Inactive Supplemental TRIM Participant: Any Viad Former Employee, other
than a Viad Former Employee whose most recent employment with any member of
either Group and any Former Viad Business was on the payroll of GES Exposition
Services, Inc. or Exhibitgroup/Giltspur, a division of Viad Corp.



     MoneyGram: as defined in the first paragraph of this Agreement.



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     MoneyGram Director: any individual who is a director of MoneyGram
immediately after the Distribution.



     MoneyGram Employee Equity Trust: as defined in Section 6.05.



     MoneyGram Employee: any individual who as of the Distribution Date is an
employee of any member of either Group who (1) is on the payroll of any member
of the MoneyGram Group or (2) is listed on Schedule I.



     MoneyGram Former Employee: any individual who is neither a MoneyGram
Employee nor a Viad Employee, but (1) at any time before the Distribution Date,
was employed by any member of either Group and, immediately before the
termination of such employment, was on the payroll of any member of the
MoneyGram Group or (2) as of the Distribution Date is, or at any time before
the Distribution Date was, employed in any of the Former MoneyGram Businesses.



     MoneyGram Individual: any MoneyGram Employee or MoneyGram Former
Employee.



     MoneyGram Plan: any Plan maintained or contributed to by any member of
either Group prior to the Distribution Date primarily for the benefit of
MoneyGram Individuals.



     MoneyGram Post-Distribution Value: the closing per-share price at which
the MoneyGram Common Stock trades on the NYSE on the first trading day after the Distribution
Date.



     MoneyGram Restricted Stock: as defined in Section 6.02(a).



     MoneyGram Savings Plan: as defined in Section 3.01(b).



     MoneyGram Stock Units: stock units representing hypothetical shares of
MoneyGram Common Stock.



     New MoneyGram Option: as defined in Section 6.01(a).



     Non-parties: as defined in Section 8.05(b).



     Payments: as defined in Section 8.05(a).



     Plan: any plan, policy, arrangement, contract or agreement providing
benefits (including bonuses, deferred compensation, incentive compensation,
savings, stock purchases, pensions, profit sharing or retirement or other
retiree benefits, including retiree medical benefits) for any group of
employees or former employees or individual employee or former employee, or the
beneficiaries and/or dependents of any such employee or former employee,
whether formal or informal or written or unwritten and whether or not legally
binding, and including any means, whether or not legally required, pursuant to
which any benefit is provided by an employer to any employee or former employee
or the beneficiaries and/or dependents of any such employee or former employee.



     Pre-Spin Option: as defined in Section 6.01(a).



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     Separation and Distribution Agreement: as defined in the second paragraph
of this Agreement.



     TECI: as defined in the first paragraph of this Agreement.



     Transition Period: as defined in Section 3.01(d).



     Viad: as defined in the first paragraph of this Agreement.



     Viad Employee: any individual who as of the Distribution Date is an
employee of any member of the Viad Group, other than a MoneyGram Employee.



     Viad Equity Plans: the Viad Corp 1992 Stock Incentive Plan and the 1997
Viad Corp Omnibus Incentive Plan.



     Viad ESOP: the Viad Corp Employees’ Stock Ownership Plan.



     Viad ESOP Loan: the loan that is outstanding under the Loan and Guarantee
Agreement dated as of June 20, 1995, as amended June 30, 1995 and May 31, 2000,
among The Dial Companies Employees’ Stock Ownership Plan Trust (now the trust
for the Viad ESOP), The Dial Corp (now Viad) and Wachovia Bank of North
Carolina, N.A.



     Viad Former Employee: any individual who as of the Distribution Date is
not a MoneyGram Employee, a MoneyGram Former Employee or a Viad Employee, but
either (1) at any time before the Distribution Date was an employee of any
member of either Group or (2) as of the Distribution Date is, or at any time
before the Distribution Date was, employed in a Former Viad Business.



     Viad Individual: any Viad Employee or any Viad Former Employee.



     Viad Miscellaneous Plans: any Viad Plan other than (1) the Viad Savings
Plan, (2) the Viad ESOP, (3) the Viad Corp Retirement Income Plan, (4) the Viad
SERPs, (5) the Viad Corp Supplemental TRIM Plan, (6) the Deferred Compensation
Plan, (7) the Viad Welfare Plans, (8) the Viad Corp Flexible Compensation Plan,
(9) the Viad Equity Plans, (10) the Viad Corp Management Incentive Plan, (11)
the Viad Corp Employee Equity Trust, (12) the Deferred Compensation Plan for
Directors of Viad, (13) the Viad Corp Director’s Charitable Award Program, and
(14) the Viad Corp Director’s Matching Gift Program.



     Viad Option: an option to purchase shares of Viad Common Stock granted
pursuant to a Viad Equity Plan, together with any stock appreciation right or
limited stock appreciation right issued in connection therewith.



     Viad Plan: any Plan maintained or contributed to by any member of either
Group prior to the Distribution Date, other than a MoneyGram Plan.



     Viad Post-Distribution Value: the closing per-share price at which the
Viad Common Stock trades on the NYSE on the first trading day after
the Distribution Date; provided, that if the reverse stock split
referred to in Viad’s proxy statement dated March 31, 2004,
has occurred prior to the close of trading on the first trading day
after the Distribution Date, the Viad Post-Distribution Value shall
equal such price divided by four.



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     Viad Pre-Distribution Value: the sum of the MoneyGram Post-Distribution
Value and the Viad Post-Distribution Value.



     Viad Restricted Stock: shares of Viad Common Stock issued under a Viad
Equity Plan subject to forfeiture in the event that certain terms and
conditions are not satisfied.



     Viad Retiree Life Insurance Plan: The Viad Corp Group Life Insurance Plan
for Retired Employees and Long Term Disability Benefits Recipients.



     Viad Retiree Medical Plan: Any of the Viad Indemnity Retiree Medical
Plan, the Viad Indemnity Medical Plan (out of area) or the Viad POS Medical
Plan, to the extent applicable to retired employees and their beneficiaries and
dependents.



     Viad Savings Plan: the Viad Corp Capital Accumulation Plan.



     Viad SERPs: The Viad Corp Supplemental Pension Plan, the Premier Cruise
Lines Supplemental Executive Retirement Plan, the Aircraft Services
International Supplemental Executive Retirement Plan, the Greyhound Leisure
Services Inc. Key Management Deferred Compensation Plan, the Restaura, Inc. Key
Management Deferred Compensation Plan, the Restaura, Inc. Voluntary Retirement
Plan, the ProDine, Inc./Glacier Park, Inc. Supplemental Executive Retirement
Plan, and the individual pension arrangements reflected in ledger item 2650-515
on the Viad Corp general ledger.



     Viad Stock Units: stock units representing hypothetical shares of Viad
Common Stock.



     Viad Welfare Plan: any Viad Plan that is a Welfare Plan.



     Welfare Plan: any Plan that is a “welfare plan” within the meaning of
Section 3(1) of ERISA, whether or not such Plan is subject to ERISA.



     1.03.
Plan Names. The names of specific Plans used herein are capitalized
(but not defined above in this Article I).



ARTICLE II

ASSIGNMENT OF EMPLOYEES




     2.01.
Employees. Viad and MoneyGram shall take all steps necessary or
appropriate so that to the extent practicable, all MoneyGram Employees are
employed by a member of the MoneyGram Group not later than as soon as
practicable after the Distribution Date; provided, however, that nothing herein
shall give to any individual a right of employment, or continued employment, by
any member of the MoneyGram Group or the Viad Group.



     2.02.
Resignation of Officers and Directors. Except as otherwise agreed
by the parties hereto or as otherwise provided in the Separation and
Distribution Agreement, effective not later than immediately before the
Distribution Date, (1) all Viad Employees who are acting as directors or
officers of any member of the MoneyGram Group shall resign from such positions
with the MoneyGram Group and (2) all MoneyGram Employees who are acting as
directors or officers of any member of the Viad Group shall resign from such
positions with the Viad Group.



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     2.03.
Change of Control Severance Arrangements. Effective as of the
Distribution Date, all MoneyGram Employees shall cease to be participants in
the Viad Corp Executive Severance Plans.



     2.04.
Severance Pay and Termination Liabilities.



          (a) 
No Severance. Viad, MoneyGram and TECI agree that, with respect to
individuals who, in connection with the Distribution, cease to be employees of
the Viad Group and become employees of the MoneyGram Group, such cessation
shall not be deemed a severance of employment from either Group for purposes of
any Plan that provides for the payment of severance, salary continuation or
similar benefits.


          (b) Assumption of Liabilities. Except as otherwise specifically provided
herein, the Viad Group shall retain and be solely responsible for all
liabilities and obligations whatsoever in connection with claims made by or on
behalf of Viad Individuals, and the MoneyGram Group shall assume and be solely
responsible for all liabilities and obligations whatsoever in connection with
claims made by or on behalf of MoneyGram Individuals in respect of severance
pay, salary continuation and similar obligations and all other liabilities of
any type arising out of or relating to the termination or alleged termination
of any such person’s employment either before, to the extent unpaid, or on or
after the Distribution Date.



ARTICLE III

QUALIFIED PLANS




     3.01.
Savings Plan and ESOP.



          (a) End
of Participation by MoneyGram Employees. As of the Distribution
Date, the MoneyGram Employees shall cease to accrue benefits under the Viad
Savings Plan and the Viad ESOP, and, except to the extent expressly provided
below in this Section 3.01, the MoneyGram Employees shall cease to be
participants, and the MoneyGram Group shall cease to be participating
employers, in the Viad Savings Plan and the Viad ESOP.



          (b)
MoneyGram Savings Plan. MoneyGram shall take, or cause to be taken,
all action necessary and appropriate to establish a defined contribution
savings plan (the “MoneyGram Savings Plan”) to accept the transfers of assets
and liabilities provided for in this Section 3.01 and to provide benefits,
effective as of the Distribution Date, for all MoneyGram Individuals and
beneficiaries thereof who, immediately prior to the Distribution Date, were
participants in or otherwise entitled to benefits under the Viad Savings Plan.
The MoneyGram Savings Plan shall be substantially the same, in all material
respects, as the Viad Savings Plan.
Without limiting the generality of the foreoing, the MoneyGram Savings
Plan initially shall offer investment choices comparable to those offered by
the Viad Savings Plan. TECI and MoneyGram agree that each such MoneyGram
Individual and beneficiary shall be, to the extent applicable, entitled, for
all purposes under the Viad Savings Plan, to be credited with the term of
service credited to him or her as of the Distribution Date under the terms of
the Viad Savings Plan or the Viad ESOP, as applicable, as if such service had
been rendered to the MoneyGram Group. Viad agrees to provide MoneyGram, as
soon as practicable after the Distribution Date (with the cooperation of
MoneyGram to the extent that relevant information is in the possession



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of the
MoneyGram Group), with a list of the MoneyGram Individuals who were, to the
best knowledge of Viad, participants in or otherwise entitled to benefits under
the Viad Savings Plan immediately prior to the Distribution Date. Viad shall
also provide MoneyGram with such additional information (in the possession of
the Viad Group and not already in the possession of the MoneyGram Group) as may
be reasonably requested by MoneyGram and necessary in order for the MoneyGram
Group to establish and administer the MoneyGram Savings Plan effectively;
provided, that such request is made by MoneyGram within 60 days after
completion of the asset transfer to the MoneyGram Savings Plan required by this
Section 3.01; and provided, further, that MoneyGram reimburses Viad for all
costs incurred by Viad in providing such information.




          (c) Spinoff. Viad agrees, as soon as practicable following the
Distribution Date, to direct the trustee of the trust funding the Viad Savings
Plan and the trustee of the trust funding the Viad ESOP to transfer to the
trustee or other funding agent of the MoneyGram Savings Plan, in cash,
securities or other property or a combination thereof, as reasonably determined
by Viad, an amount equal to the account balances as of the date of transfer
attributable to the MoneyGram Individuals who are participants in the Viad
Savings Plan and/or the Viad ESOP and beneficiaries thereof, plus the portion
of any unallocated contributions and trust earnings or losses (if any)
attributable to such participants and beneficiaries; provided, that the assets
of the Exempt Loan Suspense Account of the Viad ESOP (as defined in the Viad
ESOP) and the liability under the Viad ESOP Loan shall be retained by the Viad
ESOP. Promissory notes representing participant loans, and any Viad Common
Stock and MoneyGram Common Stock, held in such accounts shall be transferred in
kind, and all other assets held in such accounts shall be transferred in such
manner as the responsible fiduciaries of the Viad Savings Plan and the
MoneyGram Savings Plan shall determine.



          (d)
Cooperation and Filings. In connection with the transfer described in
Section 3.01(c), Viad, MoneyGram and TECI shall cooperate in making any and all
appropriate filings required under the Code or ERISA, and the regulations
thereunder, and any applicable securities laws and take all such action as may
be necessary and appropriate to cause such transfer to take place as soon as
practicable after the Distribution Date; provided, however, that such transfer
shall not take place until as soon as practicable after the later of (1) the
expiration of a 30-day period following the date of filing of any required
Forms 5310-A (or any successor form thereto) with the IRS and (2) the earlier
of (A) the receipt of a favorable IRS determination letter with respect to the
qualification of the MoneyGram Savings Plan under Section 401(a) of the Code or
(B) the receipt by Viad of an opinion of counsel reasonably satisfactory in
form and substance to Viad and MoneyGram to the effect that such counsel
believes the MoneyGram Savings Plan is qualified under Section 401(a) of the
Code. Viad, MoneyGram and TECI agree to provide to such counsel such
information in the possession of the Viad Group and the MoneyGram Group,
respectively, as may be reasonably requested by such counsel in connection
with the issuance of such opinion. Viad and MoneyGram shall cooperate to
ensure that during the period from the Distribution Date until the the asset
transfers provided for in Section 3.01(c) are completed (the “Transition
Period”), the participation in the Viad Savings Plan by MoneyGram Individuals
continues without unnecessary disruption. Without limiting the generality of
the foregoing: (i) Viad shall cause distributions in respect of terminated or
retired participants who are MoneyGram Individuals to continue to be made, on
behalf of the MoneyGram Group, from the Viad Savings Plan and the Viad ESOP
during the Transition Period in accordance with applicable law and pursuant to
plan provisions; (ii) Viad and



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MoneyGram shall cooperate and take all steps
necessary or appropriate to ensure that to the extent reasonably practicable,
during the Transition Period, (A) MoneyGram Individuals continue to be able to
direct the investment of their accounts and (B) MoneyGram Individuals who have
participant loans from the Viad Savings Plan can continue to make loan
repayments through payroll deductions and otherwise in accordance with the
terms of those loans, in each case in accordance with the provisions of
applicable law and the Viad Savings Plan; and (iii) Viad and MoneyGram shall
cooperate and take all actions necessary or appropriate to ensure that
appropriate communications to participants regarding the implementation of this
Section 3.01 (including with respect to any “blackout” period that may be
imposed) are provided in a timely manner and as required by applicable law.




          (e) Expenses. The expenses of implementing the foregoing provisions of
this Section 3.01 shall be shared by MoneyGram and Viad in accordance with the
next sentence; provided, that MoneyGram and Viad may, to the extent
permissible, charge such expenses to the applicable trust for their respective
plans; and provided, further, that to the extent such expenses that may be
charged to the applicable trust are incurred before the applicable asset
transfer has taken place, MoneyGram and Viad shall cooperate to enable such
expenses to be charged to the trust for Viad Savings Plan, with the MoneyGram
share thereof being subtracted from the amount of assets to be transferred to
the trust for the MoneyGram Savings Plan. MoneyGram’s share of such expenses
shall be a percentage thereof, determined by dividing (1) the value of the
assets transferred to the MoneyGram Savings Plan by (2) the sum of such value
and the value of the assets retained by the Viad Savings Plan (such values
being determined as of the date of such transfer), and Viad’s share of such
expenses shall be the remainder thereof.



          (f) Liabilities. Except as specifically set forth in this Section 3.01,
from and after the Distribution Date, the Viad Group shall cease to have any
liability or obligation whatsoever with respect to MoneyGram Individuals and
beneficiaries thereof under the Viad Savings Plan and the Viad ESOP, and the
MoneyGram Group and the MoneyGram Savings Plan shall assume and be solely
responsible for all liabilities and obligations whatsoever of either Group with
respect to MoneyGram Individuals and beneficiaries thereof under the Viad
Savings Plan and the Viad ESOP and for all liabilities and obligations
whatsoever under the MoneyGram Savings Plan.



     3.02.
Defined Benefit Plans.



          (a) Change
in Sponsorship. As of the Distribution Date, MoneyGram shall
assume sponsorship and administration of, and the Viad Group shall cease to be
participating employers in, the Viad Corp Retirement Income Plan. As soon as
practicable after the Distribution, MoneyGram, or one or more other persons to
which MoneyGram may have
delegated the appropriate power, shall appoint all trustees and other
fiduciaries of the Viad Corp Retirement Income Plan (which may include
re-appointing any current fiduciary, other than a member of the Viad Group, who
is willing to continue to serve as such). From and after the Distribution
Date, the MoneyGram Group shall assume all liabilities and obligations
whatsoever with respect to the Viad Corp Retirement Income Plan, and the Viad
Group shall cease to have any such liabilities and obligations.



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          (b) Split
of Master Trust. In order to effectuate the foregoing, it will
be necessary for the assets of the Viad Corp Retirement Income Plan held in the
master trust (the “Master Trust”) established pursuant to the Retirement Plan
Master Trust Agreement dated June 27, 1985 with Mellon Bank, N.A., as trustee,
to be transferred to a separate trust. Viad and MoneyGram shall cooperate and
take all actions necessary or appropriate to do so, it being understood and
agreed that except to the extent a fiduciary responsible for the other plans
that participate in the Master Trust agree otherwise, all assets of the Master
Trust that are not readily saleable or are otherwise illiquid shall be
allocated to the Viad Corp Retirement Income Plan. The expenses of
implementing the provisions of this Section 3.02 shall be shared by MoneyGram
and Viad in accordance with the next sentence; provided, that MoneyGram and
Viad may, to the extent permissible, charge such expenses to the applicable
trust for their respective plans; and provided, further, that to the extent
such expenses that may be charged to the applicable trust are incurred before
the assets allocated to the Viad Corp Retirement Income Plan have been
transferred to a separate trust, MoneyGram and Viad shall cooperate to enable
such expenses to be charged to the Master Trust, with the MoneyGram share
thereof being subtracted from the amount of assets to be transferred to the
separate trust for the Viad Corp Retirement Income Plan. MoneyGram’s share of
such expenses shall be a percentage thereof, determined by dividing (1) the
value of the assets transferred to a separate trust for the Viad Corp
Retirement Income Plan by (2) the sum of such value and the value of the
remaining assets of the Master Trust (such values being determined as of the
date of such transfer), and Viad’s share of such expenses shall be the
remainder thereof.



          (c) MoneyGram shall, to the extent reasonably practicable, continue to
permit participant contributions by Viad Individuals to Viad Welfare Plans
providing post-retirement benefits to be withheld from distributions from the
Viad Corp Retirement Income Plan.



ARTICLE IV

NONQUALIFIED PENSION PLANS




     4.01.
SERPs. Effective as of the Distribution Date: TECI shall assume
and be solely responsible for (A) all obligations under the Viad SERPs to
MoneyGram Individuals, Viad Former Employees and beneficiaries thereof, and (B)
all obligations to pay benefits to Viad Employees and beneficiaries thereof
under the Viad Corp Supplemental Pension Plan, as in effect on the Distribution
Date, using Final Average Earnings and Covered Compensation at termination of
employment with Viad and all of its Subsidiaries or, in the case of payment
before termination of employment, as of the date of the payment (in either case
including Final Average Earnings and Covered Compensation based on earnings on
and after the Distribution Date to the extent applicable), and Credited Service
through the Distribution Date (collectively, the “Assumed SERP Obligations”).
The benefits included in the
Assumed SERP Obligations shall be fully vested as of the Distribution
Date. For purposes of this Section 4.01, the capitalized terms “Final Average
Earnings,” “Subsidiaries,” “Covered Compensation” and “Credited Service” shall
have the meanings assigned to them under the Viad Corp Supplemental Pension
Plan, as in effect on the Distribution Date.



     4.02.
Deferred Compensation Plan and Viad Corp Supplemental TRIM Plan.
Effective as of the Distribution Date: (1) TECI shall establish or designate
one or more nonqualified deferred compensation plans that are substantially
similar in all material respects to the Deferred



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Compensation Plan and the Viad
Corp Supplemental TRIM Plan to provide benefits to MoneyGram Individuals and
beneficiaries thereof; (2) all MoneyGram Individuals shall cease to be entitled
to accrue further benefits or make further deferrals under the Viad Corp
Supplemental TRIM Plan; and (3) TECI shall assume and be solely responsible for
all Assumed Deferred Compensation Plan Liabilities and all Assumed Supplemental
TRIM Liabilities (as those terms are defined in the next two sentences). The
term “Assumed Deferred Compensation Plan Liabilities” means all liabilities
under the Deferred Compensation Plan to MoneyGram Individuals and beneficiaries
thereof. The term “Assumed Supplemental TRIM Liabilities” means (A) all
liabilities under the Viad Corp Supplemental TRIM Plan to MoneyGram
Individuals, Inactive Supplemental TRIM Participants and beneficiaries thereof,
and (B) a portion of the total benefit liabilities under the Viad Corp
Supplemental TRIM Plan to each Active Supplemental TRIM Participant or
beneficiary thereof whose benefits under the applicable plan become payable at
any time after the Distribution Date, equal to the account balance of such
Active Supplemental TRIM Participant under the Viad Corp Supplemental TRIM Plan
as of the Distribution Date, as adjusted for earnings experience thereafter
through the date of final payment to such Active Supplemental TRIM Participant
or beneficiary thereof. The benefits included in the “Assumed Deferred
Compensation Plan Liabilities” are fully vested, and the benefits included in
the Assumed Supplemental TRIM Obligations shall be fully vested as of the
Distribution Date. Effective as of the Distribution, the portion of each
account under the Deferred Compensation Plan that consists of Viad Stock Units
shall be credited with a number of MoneyGram Stock Units equal to the number of
shares of MoneyGram Common Stock that would have been distributed with respect
to such Viad Stock Units in the Distribution, had they been actual outstanding
shares of Viad Common Stock.



     4.03.
Administration. Except as specifically provided in the last
sentence of Section 4.02, the benefits of Viad Individuals and beneficiaries
thereof under the Viad SERPs, the Deferred Compensation Plan and the Viad Corp
Supplemental TRIM Plan shall at all times be determined in accordance with the
terms of the applicable Viad SERP, the Deferred Compensation Plan or the Viad
Corp Supplemental TRIM Plan, as applicable, as the same may be amended from
time to time by Viad; provided, that to the extent that any such amendment made
after the date hereof results in an increase in such benefits, the entire cost
of such increase shall be borne by Viad and the amounts payable by TECI
hereunder shall be computed as if such amendment had not been made. Such
benefits shall be administered as follows:



          (a) Administration
by Viad. Except as provided in Section 4.03(b), Viad
or a Representative of Viad shall (i) determine the benefits of each Viad
Individual or beneficiary thereof that become due under the Viad SERPs or the
Viad Corp Supplemental TRIM Plan
following the Distribution Date as and when they become payable, (ii) in
the case of benefits of Viad Employees and beneficiaries thereof, calculate the
portion thereof that is included in the Assumed SERP Obligations or the Assumed
Supplemental TRIM Liabilities, as applicable, and (iii) notify TECI of the
amounts that it is required to pay pursuant to this Article IV. TECI shall
pay, or cause to be paid, such amounts directly to the Viad Individual or
beneficiary thereof or shall reimburse Viad for such amounts (in each case,
including any applicable employer payroll taxes and withholding and paying to
the appropriate governmental authorities any taxes or other amounts required to
be withheld therefrom), as directed by Viad or such Representative of Viad.



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          (b) Administration
by MoneyGram or TECI. From and after the Distribution
Date, MoneyGram, TECI or a Representative of MoneyGram shall be responsible for
administering the payment of benefits under the Deferred Compensation Plan. In
addition, if at any time after the Distribution Date Viad becomes unable to
continue, or gives MoneyGram 60 days’ advance notice that it no longer wishes
to continue, carrying out its administrative obligations under Section 4.03(a)
above, then MoneyGram, TECI or a Representative of MoneyGram shall take over
such obligations. Thereafter, MoneyGram, TECI or a Representative of MoneyGram
shall (i) determine the benefits of each Viad Individual or beneficiary thereof
that become due under the Viad SERPs or the Viad Corp Supplemental TRIM Plan
following the Distribution Date as and when they become payable, (ii) in the
case of benefits of Viad Employees and beneficiaries thereof, calculate the
portion thereof that is not included in the Assumed SERP Liabilities or the
Assumed Supplemental TRIM Liabilities, as applicable, and (iii ) notify Viad of
such amounts. Viad shall pay, or cause to be paid, amounts directly to the
Viad Individual or beneficiary thereof or shall reimburse TECI for such amounts
(in each case, including any applicable employer payroll taxes and withholding
and paying to the appropriate governmental authorities any taxes or other
amounts required to be withheld therefrom), as directed by MoneyGram, TECI or a
Representative of MoneyGram, as applicable.



          (c) Administrative Costs. Viad shall pay all costs of administration
carried out by Viad under Section 4.03(a) and MoneyGram and TECI shall pay all
costs of administration carried out by MoneyGram and TECI under Section
4.03(b).



ARTICLE V

WELFARE BENEFITS




     5.01. End of Participation in Viad Welfare Plans. As of the Distribution
Date, the participation by MoneyGram Individuals in the Viad Welfare Plans
shall cease, and the MoneyGram Group shall cease to be participating employers
in the Viad Welfare Plans.



     5.02. MoneyGram Plans. Effective as of the Distribution Date, (a)
MoneyGram shall establish Welfare Plans to provide benefits to MoneyGram
Individuals, which, except as Viad and MoneyGram may otherwise agree, shall be
substantially similar in all material respects to the Viad Welfare Plans
(including without limitation the Viad Retiree Medical Plan and the Viad
Retiree Life Insurance Plan) in which such MoneyGram Individuals participated
immediately before the Distribution Date, and (b) MoneyGram shall establish
Welfare Plans to provide certain benefits as specified in Section 5.03. As of
the Distribution Date, MoneyGram and its Welfare Plans shall assume or retain,
or cause one or more members of the MoneyGram Group to assume or retain, as
the case may be, and shall be solely responsible for, or cause its insurance
carriers to be responsible for, all liabilities and obligations whatsoever of
either Group, whether incurred before, on or after the Distribution Date in
connection with claims under any Viad Welfare Plan in respect of any MoneyGram
Individual or beneficiary or dependent thereof, and the Viad Group shall cease
to have any liability or obligation with respect thereto.



     5.03. Certain Executive Medical Benefits. As of the Distribution Date,
TECI and its Welfare Plans shall assume and be solely responsible for all
liabilities and obligations whatsoever of either Group to provide benefits
under the Viad Corp Limited Executive Medical Plan, including without
limitation with respect to claims incurred on or after the Distribution



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Date.
However, except as provided below, Viad or a Representative of Viad shall
continue to administer the Viad Corp Limited Executive Medical Plan, including
determining the benefits of each Viad Individual or beneficiary thereof that
become due thereunder and notifying TECI of the amounts that it is required to
pay pursuant to this Section 5.03. TECI shall pay, or cause to be paid, such
amounts (in each case, including any applicable employer payroll taxes and
withholding and paying to the appropriate governmental authorities any taxes or
other amounts required to be withheld therefrom) as directed by Viad or such
Representative of Viad. Notwithstanding the foregoing, if at any time after
the Distribution Date Viad becomes unable to continue, or gives TECI 60 days’
advance notice that it no longer wishes to continue, carrying out its
administrative obligations under this Section 5.03, then TECI or a
Representative of TECI shall take over such obligations. Following the
Distribution, the Viad Corp Limited Executive Medical Plan shall not be amended
(i) in any manner adverse to, or terminated with respect to, any individual
covered thereby immediately before the Distribution, or (ii) without the
consent of MoneyGram, in any manner that would increase the liabilities of the
MoneyGram Group thereunder. It is acknowledged and agreed that the current and
former Chairmen of the Board of Viad and their respective eligible family
members are fully vested in the contractual right to receive benefits under the
Viad Corp Limited Executive Medical Plan as in effect as of the date hereof.



ARTICLE VI

OPTIONS AND OTHER INCENTIVE COMPENSATION




     6.01. Stock Options. Viad and MoneyGram shall cooperate and take all
action necessary to amend (if necessary), or otherwise provide for adjustments
of outstanding awards under, the Viad Equity Plans, so that:



          (a) New MoneyGram Options. As of the Distribution Date, each Viad Option
which immediately prior to the Distribution Date is outstanding and not
exercised (a “Pre-Spin Option”) shall, without any action on the part of the
holder thereof, be converted into (1) an adjusted option under the applicable
Viad Equity Plan (the “Adjusted Viad Option”) to purchase shares of Viad Common
Stock and (2) a new option (the “New MoneyGram Option”) to purchase shares of
MoneyGram Common Stock, on the terms and conditions set forth below. The
number of shares of Viad Common Stock subject to the Adjusted Viad Option and
the number of shares of MoneyGram Common Stock subject to the MoneyGram Option
shall each equal the number of shares of Viad Common Stock subject to the
Pre-Spin Option.



          (b) Determination of Exercise Prices. The per-share exercise price of the
Adjusted Viad Option shall equal the product of (1) the per-share exercise
price of the Pre-Spin Option times (2) a fraction, the numerator of which is
the Viad Post-Distribution Value and the denominator of which is the Viad
Pre-Distribution Value, rounded to four decimal points. The per-share exercise
price of the New MoneyGram Option shall equal the product of (A) the per-share
exercise price of the Pre-Spin Option times (2) a fraction, the numerator of
which is the MoneyGram Post-Distribution Value and the denominator of which is
the Viad Pre-Distribution Value, rounded to four decimal points. In
the event that the reverse stock split referred to in Viad’s proxy
statement dated March 31, 2004 occurs, each Adjusted Viad
Option shall be further adjusted by (x) dividing the number of
shares subject to such option by four and (y) multiplying the
per-share exercise price by four.



          (c) Delivery of Shares and Payment of Exercise Price. Viad shall be
obligated to deliver any shares of Viad Common Stock that are purchased by
exercise of any



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Adjusted Viad Option, and MoneyGram shall be obligated to
deliver any shares of MoneyGram Common Stock that are purchased by exercise of
any New MoneyGram Option, in each case whether exercised by a Viad Individual
or a MoneyGram Individual. In connection with any such exercise, the
exercising individual shall be required to deliver the exercise price to, and
make all arrangements relating to tax withholding with, the party that is
obligated to deliver the shares upon such exercise.




     6.02. Restricted Stock.



          (a) The Distribution. The shares of MoneyGram Common Stock distributed
with respect to any shares of Viad Restricted Stock shall be “MoneyGram
Restricted Stock,” subject to the same rights, obligations and restrictions as
are applicable to such Viad Restricted Stock under the applicable restricted
stock agreement, it being understood that in the case of a MoneyGram Employee,
the fact that such individual is no longer an employee of Viad shall cause no
forfeiture thereunder. “Performance” with respect to Viad Restricted Stock and
MoneyGram Restricted Stock (to the extent applicable) shall continue to be
measured by the performance criteria specified in the applicable grant, except
as may be otherwise determined by Viad (with respect to awards held by Viad
Individuals) and MoneyGram (with respect to awards held by MoneyGram
Individuals). Notwithstanding the foregoing, any applicable performance
criteria and other requirements for vesting of any given award of Viad
Restricted Stock held by one individual, and any waiver of such criteria and/or
requirements, shall also apply at all times to the MoneyGram Restricted Stock
distributed with respect thereto.



          (b) Forfeitures. Any shares of Viad Restricted Stock that are forfeited
after the Distribution Date by a Viad Individual or a MoneyGram Individual
shall revert to Viad, and any shares of MoneyGram Restricted Stock that are
forfeited after the Distribution Date by a Viad Individual or a MoneyGram
Individual shall revert to MoneyGram.



     6.03. Other Terms and Conditions. The terms and conditions of the
Adjusted Viad Options, New MoneyGram Options, Viad Restricted Stock (after the
Distribution) and MoneyGram Restricted Stock shall be the same as those of the
corresponding Pre-Spin Option or Viad Restricted Stock (before the
Distribution), as applicable, except as provided above and except that (1) for
such awards held by MoneyGram Individuals, employment with any member of the
MoneyGram Group shall be treated as if it were employment with Viad, (2) the
definition of “change of control” shall be amended to include (i) a change of
control of Viad, in the case of New MoneyGram Options and
MoneyGram Restricted Stock held by Viad Individuals, as well as all
Adjusted Viad Options and all Viad Restricted Stock, and (ii) a change of
control of MoneyGram, in the case of Adjusted Viad Options and Viad Restricted
Stock held by MoneyGram Individuals, as well as all New MoneyGram Options and
MoneyGram Restricted Stock, and (3) for all such awards that include any
noncompetition or similar covenants, such covenants shall apply with respect to
competition with both the Viad Group and the MoneyGram Group. No such awards
shall vest as a result of the consummation of any of the transactions
contemplated by the Separation and Distribution Agreement and/or this
Agreement.



     6.04. Tax Deductions. Viad shall claim all tax deductions for
compensation arising from the exercise of Adjusted Viad Options and New
MoneyGram Options by Viad Individuals or the vesting of Viad Restricted Stock
and MoneyGram Restricted Stock held by Viad



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Individuals, and MoneyGram shall
not claim any such deduction. MoneyGram shall claim all tax deductions for
compensation arising from the exercise of Adjusted Viad Options and New
MoneyGram Options by MoneyGram Individuals or the vesting of Viad Restricted
Stock and MoneyGram Restricted Stock held by MoneyGram Individuals, and Viad
shall not claim any such deduction. Viad and MoneyGram shall share information
and otherwise cooperate with one another to implement the foregoing and to help
ensure that each is able to comply with all applicable tax withholding and
reporting requirements associated with Adjusted Viad Options, New MoneyGram
Options, Viad Restricted Stock and MoneyGram Restricted Stock.



     6.05. Viad Corp Employee Equity Trust. Viad and MoneyGram shall take all
action necessary so that, effective as of the Distribution Date, MoneyGram
shall establish a trust (the “MoneyGram Employee Equity Trust”) comparable to
the Viad Corp Employee Equity Trust to receive and hold for the benefit of
MoneyGram Individuals, and the trustee of the Viad Corp Employee Equity Trust
shall transfer to the trustee of the MoneyGram Employee Equity Trust, all
shares of MoneyGram Common Stock received in the Distribution in respect of
such shares of Viad Common Stock. Viad shall amend the Viad Corp Employee
Equity Trust to the extent necessary to effectuate this Section 6.05, including
without limitation to arrange for a percentage (determined in accordance with
the next sentence) of the balance of the promissory note from the Viad Corp
Employee Equity Trust to Viad to be assumed by the MoneyGram Employee Equity
Trust and assigned to MoneyGram, so that such portion of the note represents a
liability from the MoneyGram Employee Equity Trust to MoneyGram. The
percentage referred to in the preceding sentence shall be determined by
dividing the MoneyGram Post-Distribution Value by the Viad Pre-Distribution
Value.



     6.06. Viad Corp Management Incentive Plan.



          (a) Payment of Bonuses. The Viad Group shall be responsible for the
payment of all liabilities and obligations for benefits with respect to Viad
Individuals, and the MoneyGram Group shall be responsible for the payment of
all liabilities and obligations with respect to MoneyGram Individuals, under
the Viad Corp Management Incentive Plan, regardless of when payable. In
addition, the MoneyGram Group shall pay the Viad Group, as promptly as
practicable following the Distribution, an administration fee equal to 25% of
(1) the aggregate
amount of all bonuses that would be payable to MoneyGram Individuals under
the Viad Corp Management Incentive Plan for 2004, if such bonuses were computed
based solely upon performance through the Distribution Date, times (2) a
fraction, the numerator of which is the number of days from January 1, 2004
through the Distribution Date, and the denominator of which is 366. From and
after the Distribution Date, Viad and MoneyGram or TECI will, to the extent
practicable, either continue the Viad Corp Management Incentive Plan or adopt a
new Plan in substitution therefor and, in this connection, if necessary,
adjust, in a manner equitable to participants, any incentive goals or other
terms contained in the Viad Corp Management Incentive Plan or such new Plan, as
they relate to periods after the Distribution Date, to reflect the
Distribution.



          (b) No Termination of Employment. For purposes of the Viad Corp
Management Incentive Plan, individuals who, in connection with the
Distribution, cease to be employees of Viad and become MoneyGram Employees
shall not be deemed to have terminated



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employment for purposes of any deferral
elections made by such individuals, and service with the MoneyGram Group shall
be deemed continuous service with Viad.




ARTICLE VII

DIRECTORS’ PLANS




     7.01.
Deferred Compensation Plan.



          (a) Allocation of Liabilities. Effective as of the Distribution Date:
(1) MoneyGram shall establish a nonqualified deferred compensation plan to
provide benefits to MoneyGram Directors and beneficiaries thereof; and (2) TECI
shall assume and be solely responsible for all liabilities under the Deferred
Compensation Plan for Directors of Viad. Effective as of the Distribution, the
portion of each account under the Deferred Compensation Plan for Directors of
Viad that consists of Viad Stock Units shall be credited with a number of
MoneyGram Stock Units equal to the number of shares of MoneyGram Common Stock
that would have been distributed with respect to such Viad Stock Units in the
Distribution, had they been actual outstanding shares of Viad Common Stock.



          (b) No Termination of Service. For purposes of the Deferred Compensation
Plan for Directors of Viad, a MoneyGram Director shall not be deemed to have
terminated his or her service as a director for purposes of any deferral
elections made by such MoneyGram Director until the later of the date he or she
ceases to be a director of MoneyGram and the date he or she ceases to be a
director of Viad.



          (c) Funding. Viad, MoneyGram and TECI shall use all reasonable efforts so
that, as of the Distribution Date, either (1) TECI is substituted for Viad as
the “Corporation” under the Trust Agreement establishing The Dial Corp Outside
Directors’ Deferred Compensation Trust or (2) the assets held in such trust
immediately before the Distribution Date are transferred to a grantor trust of
which TECI is the grantor, the assets of which are to be used for payment of
the liabilities assumed by TECI under Section 7.01(a). However, a failure to
accomplish the foregoing shall not relieve TECI of its liabilities and
obligations under Section 7.01(a).



     7.02. Charitable Award Program. As of the Distribution Date, TECI shall
become the sponsor of The Viad Corp Director’s Charitable Award Program, and
shall assume or retain, as the case may be, and shall be solely responsible
for, all liabilities and obligations whatsoever of either Group, whether or not
incurred prior to the Distribution Date, in connection with The Viad Corp
Director’s Charitable Award Program, and the Viad Group shall cease to have any
such liability or obligation with respect thereto. Viad shall assign to TECI
all life insurance policies naming Viad as beneficiary that it holds to fund
benefits under The Viad Corp Director’s Charitable Award Program.



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ARTICLE VIII

MISCELLANEOUS




     8.01. Miscellaneous Plans. The Viad Group shall be solely responsible for
the payment of all liabilities and obligations whatsoever with respect to any
Viad Individual or beneficiary or dependent thereof that is unpaid as of and
through the Distribution Date under any Viad Miscellaneous Plan and the
MoneyGram Group shall assume and be solely responsible for the payment of all
liabilities and obligations whatsoever with respect to any MoneyGram Individual
or beneficiary or dependent thereof that is unpaid as of and through the
Distribution Date under any Viad Miscellaneous Plan. The MoneyGram Group shall
be solely responsible for the payment of all liabilities and obligations
whatsoever under any MoneyGram Plan, whether arising before, on or after the
Distribution Date.



     8.02. Post-Distribution Liabilities. Except as specifically provided
otherwise in this Agreement, the Viad Group shall be solely responsible for the
payment of all liabilities and obligations whatsoever of either Group arising
with respect to any Viad Individual or beneficiary or dependent thereof and
attributable to any period subsequent to the Distribution Date, and the
MoneyGram Group shall be solely responsible for the payment of all liabilities
and obligations whatsoever of either Group arising with respect to any
MoneyGram Individual or beneficiary or dependent thereof and attributable to
any period subsequent to the Distribution Date.



     8.03. Preservation of Rights to Amend or Terminate Plans. Except as
specifically provided in Sections 4.03, 5.03 and 7.02 above and Section 8.07
below, no provisions of this Agreement shall be construed as a limitation on
the right of Viad, MoneyGram, TECI or any member of the Viad Group or the
MoneyGram Group to amend or terminate any Plan or terminate its participation
in any Plan, which Viad, MoneyGram, or TECI or any member of the Viad Group or
the MoneyGram Group would otherwise have under the terms of such Plan or
otherwise, and no provision of this Agreement shall be construed to create a
right in any employee or former employee or beneficiary or dependent of such
employee or former employee under a Plan which such employee, former employee,
beneficiary or dependent would not otherwise have under the terms of the Plan
itself. However, if at any time after the Distribution, the Viad Group or the
MoneyGram Group amends any Plan in a manner that increases the liabilities of
the other Group thereunder without the latter Group’s consent, then the Group
making the amendment shall be
solely responsible for all liabilities resulting from such amendment,
notwithstanding any other provision of this Agreement.



     8.04. Other Liabilities. As of the Distribution Date: (1) MoneyGram
shall assume and be solely responsible for all Liabilities whatsoever of the
Viad Group with respect to claims made by the MoneyGram Individuals and
MoneyGram Directors relating to any employment-related or service-related
Liability not otherwise expressly provided for in this Agreement, including
earned salary, wages, fees, retainers, severance payments or other compensation
and accrued holiday, vacation, health, dental or retirement benefits,
regardless of whether such employment-related Liability was incurred before or
after the Distribution Date and (2) Viad shall retain all such Liabilities with
respect to (A) Viad Individuals and (B) directors of Viad who served as such
prior to the Distribution Date and who are not MoneyGram Directors. In the
event of any Liabilities with respect to periods prior to the Distribution Date
arising from any inquiry, audit, examination, investigation, dispute, or
litigation by any Governmental Authorities



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(as defined in the Separation and
Distribution Agreement) related to any Viad Plan, such Liabilities shall be
allocated between the Viad Group and the MoneyGram Group in a manner consistent
with Viad’s past practice prior to the Distribution Date. Notwithstanding any
other provision of this Agreement, the provisions of Section 5.02 of the
Separation and Distribution Agreement (relating to Pre-Merger Claims) shall
apply to Liabilities relating to the administration by members of the Viad
Group before the Effective Time of Plans in which any MoneyGram Individuals
participated.



     8.05. Audit and Dispute Resolution. The following provisions shall apply
with respect to the administrative duties to be carried out from time to time
by Viad, MoneyGram and/or TECI under Section 4.03 or Section 5.03 above.



          (a) The party carrying out any such administrative duties (the
“Administrating Party”) shall provide the other
party (the “Auditing Party”)
with the opportunity, upon request, to conduct reasonable audits of the manner
in which the Administrating Party is carrying out its duties and the accuracy
of the amounts the Auditing Party is being or has been required to pay under
Sections 4.01, 4.02 or 5.03, as applicable (the
“Payments”). The Auditing
Party may adopt reasonable procedures and guidelines for conducting audits and
the selection of audit representatives under this Section 8.05. The Auditing
Party shall have the right to make copies of any records at its expense,
subject to the confidentiality provisions set forth in the Separation and
Distribution Agreement, which are incorporated by reference herein. The
Administrating Party shall provide the Auditing Party’s representatives with
reasonable access during normal business hours to its operations, computer
systems and paper and electronic files, and provide work space to its
representatives. After any audit is completed, the Administrating Party shall
have the right to review a draft of the audit findings and to comment on those
findings in writing within ten business days after receiving such draft.



          (b) The Auditing Party’s audit rights under this Section 8.05 shall
include the right to audit, or participate in an audit facilitated by the
Administrating Party, of any Subsidiaries and Affiliates of the party being
audited and to require the Administrating Party to request any Representative
or other benefit providers and third parties with whom the
Administrating Party has a relationship, or agents of such party
(collectively, the “Non-parties”), to agree to such an audit to the extent
relevant to the administrative duties at issue. The Administrating Party
shall, upon written request from the Auditing Party, provide an individual (at
the Auditing Party’s expense) to supervise any audit of a Non-party. The
Auditing Party shall be responsible for supplying, at the Auditing Party’s
expense, additional personnel sufficient to complete the audit in a reasonably
timely manner. The responsibility of the Administrating Party shall be limited
to providing, at the Auditing Party’s expense, a single individual at each
audited site for purposes of facilitating the audit.



          (c) If, at the conclusion of any audit conducted pursuant to this Section
8.05, the Auditing Party determines that it believes that the Administrating
Party has required it, or is requiring it, to make Payments in excess of the
proper amounts, the Auditing Party and the Administrating Party shall negotiate
in good faith for 30 days to reach agreement about such Payments. If they are
unable to reach such agreement during such period, they shall select a mutually
agreeable third-party expert to determine the proper amounts of the disputed
Payments,



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whose determination shall be final and binding upon all parties and
whose fees and expenses shall be borne equally by Viad, on the one hand, and
MoneyGram and TECI, on the other hand.




     8.06.
Effect if Distribution Does Not Occur. If the Distribution does not
occur, then all actions and events that are, under this Agreement, to be taken
or occur effective as of the Distribution Date, or otherwise in connection with
the Distribution, shall not be taken or occur except to the extent specifically
agreed by Viad, MoneyGram and TECI.



     8.07.
Incorporation of Separation and Distribution Agreement Provisions.
The following provisions of the Separation and Distribution Agreement are
hereby incorporated herein by reference, and unless otherwise expressly
specified herein, such provisions shall apply as if fully set forth herein:
Section 5.01 (relating to survival); Article VI (relating to access to
information); Article X (relating to termination); and Article XI (relating to
miscellaneous) other than Sections 11.02 (relating to expenses) and 11.11
(relating to corporate power); provided, that notwithstanding Section 11.06 of
the Separation and Distribution Agreement, each Viad Individual, each current
or former director of Viad and each beneficiary or dependent thereof who is
entitled to receive any of the benefits for which TECI or MoneyGram is made
responsible pursuant to Section 4.01, 4.02, 5.03, 6.01, 6.02, 6.03, 7.01 and
7.02 above shall be third-party beneficiaries of such Sections to the extent
applicable, entitled to enforce against TECI or MoneyGram, as the case may be,
the obligations of TECI or MoneyGram, as the case may be, thereunder to provide
benefits to him or her.



     8.08.
Indemnification; Joint and Several Liability. The Liabilities that
are assigned to MoneyGram, TECI and/or the MoneyGram Group under this Agreement
shall be considered MoneyGram Liabilities subject to Sections 5.04, 5.05 and
5.06 of the Separation and Distribution Agreement. Each member of the
MoneyGram Group shall have joint and several liability for all Liabilities and
obligations of each other member of the MoneyGram Group hereunder. The
Liabilities that are assigned to Viad and/or the Viad Group under this
Agreement shall be considered Viad Liabilities subject to Sections 5.04, 5.05
and 5.06 of the Separation and Distribution Agreement.
Each member of the Viad Group shall have joint and several liability for
all Liabilities and obligations of each other member of the Viad Group
hereunder.



     8.09.
Cost-Sharing. MoneyGram or TECI shall reimburse Viad for the costs
of benefits and the associated administrative costs of the participation and
coverage by MoneyGram Individuals and their beneficiaries up to the
Distribution Date, on a basis consistent with past practice and taking into
account such factors as the percentage of the underlying obligation
attributable to Viad Individuals and MoneyGram Individuals, respectively;
provided, that in the case of Plans that are insured, the premium costs
associated therewith for periods that begin before and end on or after the
Distribution Date shall be allocated between the pre-Distribution-Date period
and the post-Distribution-Date period on a pro-rata basis based on the number
of days in each such period.



     8.10. Certain MoneyGram Common Stock. Certain shares of Viad Common Stock
have been transferred from the Viad Corp Employee Equity Trust to the Viad Corp
Medical Plan Trust. MoneyGram shall, upon the request of the trustee of such
trust, and at the expense of MoneyGram, use all reasonable efforts to cause the
shares of MoneyGram Common Stock received by such trust in the Distribution in
respect of such shares of Viad Common Stock to be



-18-









 







registered in accordance with
applicable federal and state securities laws and listed on any applicable stock
exchange, to the extent necessary for such shares of MoneyGram Common Stock to
be sold in compliance with law; provided, however, that if such shares may be
sold in the NYSE without such registration, or if MoneyGram purchases such
shares from such trust at their then-fair market value, MoneyGram shall not be
required to seek to register such shares.



-19-









 





     IN WITNESS WHEREOF, the parties have caused this Employee Benefits
Agreement to be executed by their duly authorized representatives.



	 	 	 	 	 	 	 
	 	 	VIAD CORP
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name:
	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	MONEYGRAM INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRAVELERS EXPRESS COMPANY, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 







-20-