MANAGEMENT INCENTIVE PLAN



 





Exhibit 10.6



MONEYGRAM INTERNATIONAL, INC.




MANAGEMENT INCENTIVE PLAN




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




As Stated _______, 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




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	 	 	 	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





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	 	 	 	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.
	 
	 	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.




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	 	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 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.




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	 	 	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.
	 
	 	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




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	 	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.
	 
	 	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




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	 	 	 	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 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:




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	 	 	 	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.







	 	 	 	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.




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	 	 	 	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
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:




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	 	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):







	 	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.




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	 	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
        
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
         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.
	 
	


	 	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)




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	 	 	 	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. Any
award made under this Plan is subject to the approval of this Plan by the
stockholders of MoneyGram International, Inc.
	 
	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




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	 	 	those cases where participation is weighted between this Plan and any such
other short-term incentive plan.
	 
	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:




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	 	 	The Plan shall be effective
                          , 2004, provided however, that any
award made under this Plan is subject to the approval of the 2004
MoneyGram International, Inc. Omnibus Incentive Plan by the stockholders
of MoneyGram International, Inc.






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