DEFERRED COMPENSATION PLAN FOR DIRECTORS



 





Exhibit 10.12



DEFERRED COMPENSATION PLAN

FOR DIRECTORS OF

MONEYGRAM INTERNATIONAL, INC.




_____________, 2004






	1.	 	ESTABLISHMENT OF PLAN.






An unfunded plan of voluntary deferred compensation known as the
“Deferred Compensation Plan for Directors” (Plan) has been established in
recognition of the valuable services provided to MoneyGram International,
Inc., by the individuals who serve as members of its Board of Directors.
Viad Corp, a Delaware corporation, intends to distribute to its
stockholders (the Spin-Off) one share of common stock, $0.01 par value,
of its wholly-owned subsidiary (MoneyGram International, Inc.) which will
own and operate its financial services business (MoneyGram International,
Inc. Common Stock) for each outstanding share of common stock of Viad
Corp). All references herein to the “Corporation” mean MoneyGram
International, Inc. All Directors of the Corporation, except Directors
receiving a regular salary as an employee of the Corporation or one of
its subsidiaries, are eligible to participate in this Plan. A Director
may elect to defer under this Plan any retainer or meeting attendance fee
otherwise payable to him or her (Compensation) by the Corporation or by
domestic subsidiaries of this Corporation (subsidiaries). Travelers
Express Company, Inc., which, upon consummation of the Spin-Off will be a
wholly owned subsidiary of MoneyGram International, Inc., hereby assumes
and is solely responsible for all liabilities under the Deferred
Compensation Plan for Directors of Viad.





	2.	 	EFFECTIVE DATE.






This Plan will become effective on    , 2004.





	3.	 	ELECTION TO PARTICIPATE IN THE PLAN.






     A. (i) A Director of this Corporation may elect to defer the
receipt of all or a specified part of the Compensation otherwise payable
to him or her during a calendar year by the Corporation or its
subsidiaries. Any person who shall become a Director during any calendar
year, and who was not a Director of the Corporation or its subsidiaries
on the preceding December 31, may elect before the Director’s term begins
to defer such Compensation. Such election shall also specify whether the
account shall be treated as a cash account under Section 4A or a stock
unit account under Section 4B; provided that an election to defer
Compensation into a stock unit account must be specifically approved by
the Board of Directors of the Corporation. If the account is to be a
cash account, the Compensation, if it is a meeting attendance fee, shall
be payable on the date of each applicable meeting, and, if it is a
retainer, shall be payable on the last



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trading day of each applicable
quarter. If the account is to be a stock unit account, the Compensation shall be converted into stock units by
dividing the closing price of the Corporation’s Common Stock (as reported
for the New York Stock Exchange-Composite Transactions) on the day such
Compensation is payable into such Compensation, which, in the case of a
meeting attendance fee or a retainer, is the last trading day of each
applicable quarter.




     B. Any election under this Plan, unless otherwise provided therein,
shall be made by delivering a signed request to the Secretary of the
Corporation on or before December 31 with respect to the following
calendar year, or, for a new Director, on or before his or her term
begins. An election shall continue from year to year, unless
specifically limited, until terminated by a signed request in the same
manner in which an election is made. However, any such termination shall
not become effective until the end of the calendar year in which notice
of termination is given.




     C. Each Director may, by notice delivered to the Secretary of the
Corporation, convert: (i) the aggregate balance in his or her deferred
compensation account (either before or after payments from the account
may have commenced) from an account in the form of stock units to an
account in the form of cash in an amount equal to such stock units
balance multiplied by the closing price of the Common Stock of the
Corporation (as reported for the New York Stock Exchange-Composite
Transactions) on the last trading day of the quarter in which such notice
is given, said account to accrue interest as set forth in Section 4
below, or (ii) convert the aggregate balance in his or her deferred
compensation account (either before or after installment payments from
the account may have commenced) from an account in the form of cash to an
account in the form of stock units in an amount equal to cash balance
divided by the closing price of the Common Stock of the Corporation (as
reported for the New York Stock Exchange-Composite Transactions) on the
last trading day of the quarter in which such notice is given, said
account to accrue dividend equivalents as set forth in Section 4 below;
provided however, that no such notice of conversion (“Conversion Notice”)
(a) may be given within six months following the date of an election by
such Director, with respect to any plan of the Corporation, that effected
a Discretionary Transaction (as defined in Rule 16b-3(f) under the
Securities Exchange Act of 1934) that was an acquisition (if the
Conversion Notice is pursuant to clause (i)) or a disposition (if the
Conversion Notice is pursuant to clause (ii)) or (b) may be given after
an individual ceases to be a Director.





	4.	 	ACCRUAL OF INTEREST OR DIVIDEND EQUIVALENTS.






     A. If a Director has elected to defer Compensation in the form of
cash, then interest on the unpaid balance of such Director’s deferred
compensation account, consisting of both accumulated Compensation and
interest, if any, will be credited on the last day of each quarter based
upon the yield on Merrill Lynch



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Taxable Bond Index-Long Term Medium
Quality (A3) Industrial Bonds in effect at
the beginning of such quarter, said interest to commence with the
date such compensation was otherwise payable. After payment of deferred
Compensation commences, interest shall accrue on the unpaid balance
thereof in the same manner until all such deferred Compensation has been
paid.




     B. If a Director has elected to defer Compensation in the form of
stock units, then, in the event of a dividend paid in cash, stock of the
Corporation (other than Common Stock) or property, additional credits
(dividend equivalents) shall be made to the Director’s stock unit account
consisting of a number of stock units equal to the amount of such
dividend per share (or the fair market value, on the date of payment, of
dividends paid in stock or property), multiplied by the aggregate number
of stock units credited to such Director’s deferred compensation account
on the record date for the payment of such dividend, divided by the last
closing price of the Corporation’s Common Stock (as reported for the New
York State Exchange-Composite Transactions) prior to the date such
dividend is payable to stockholders. Furthermore, additional credits
(dividend equivalents) shall be made to the Director’s stock unit account
consisting of a number of stock units equal to the amount of such
dividend per share (or the fair market value, on the date of payment, of
dividends paid in stock or property), multiplied by the incremental
number of stock units credited to such Director’s deferred compensation
account, on the last business day prior to the date such dividend is
payable to stockholders, attributable to meeting attendance fee(s),
divided by the last closing price of the Corporation’s Common Stock (as
reported for the New York State Exchange-Composite Transactions) prior to
the date such dividend is payable to stockholders. After payment of
deferred Compensation commences, dividend equivalents shall accrue on the
unpaid balance thereof in the same manner until all such deferred
Compensation has been paid.




     C. In the event of a dividend of Common Stock declared and paid by
the Corporation, an additional credit shall be made to the Director’s
stock unit account of a number of stock units equal to the number of shares of the Corporation’s Common Stock which the Director would have
received as a stock dividend had he or she been the owner on the record
date for the payment of such stock dividend of the number of shares of
Common Stock equal to the number of units in such stock unit account on
such date. After payment of deferred Compensation commences, additional
credits for stock dividends shall accrue on the unpaid balance thereof in
the same manner until all such deferred Compensation has been paid.





	5.	 	ACCOUNTING.






No fund or escrow deposit shall be established by any deferred
Compensation payable pursuant to this Plan, and the obligation to pay
deferred Compensation hereunder shall be a general unsecured obligation
of the Corporation, payable



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out of its general account, and deferred
Compensation shall accrue to the
general account of the Corporation. However, the Controller of the
Corporation shall maintain an account and properly credit Compensation to
each such account, and keep a record of all sums which each participating
Director has elected to have paid as deferred Compensation and of
interest or dividend equivalents accrued thereon. Within sixty (60) days
after the close of each calendar year the Controller shall furnish each
Director who has participated in the Plan a statement of all sums and
stock units, including interest and dividend equivalents, which have
accrued to the account of such Director as of the end of such calendar
year.





	6.	 	PAYMENT FROM DIRECTORS’ ACCOUNTS.






     A. After a Director ceases to be a director of the Corporation, the
aggregate amount of deferred compensation credited to a Director’s
account, either in the form of cash or stock units, together with
interest or dividend equivalents accrued thereon, shall be paid in a lump
sum or, if the Director elects, in substantially equal quarterly,
semi-annual, or annual installments over a period of years, not greater
than ten (10), specified by the Director. Furthermore, with respect to
each Director who is also a non-employee Director of Viad Corp, a
participant shall not be considered, for purposes of the Plan, to have
ceased to be a Director of the Corporation unless he or she is neither a
Director of the Corporation nor a Director of Viad Corp. Such election
must be made by written notice delivered to the Secretary of the
Corporation prior to December 31 of the year preceding the year in which,
and at least six months prior to the date on which, the Director ceases
to be a director. The first installment (or the lump sum payment) shall
be made promptly following the date on which the Director ceases to be a
Director of the Corporation, and any subsequent installments shall be
paid promptly at the beginning of each succeeding specified period until
the entire amount credited to the Director’s account shall have been
paid. To the extent installment payments are elected, and the Director’s
account consists of cash as well as stock units, a pro rata portion of
the cash, and the cash equivalent of a pro rata portion of the stock
units, shall be paid with each installment. If the participating
Director dies before receiving the balance of his or her deferred
compensation account, then payment shall be made in a lump sum to any
beneficiary or beneficiaries which may be designated, as provided in
paragraph B of this Section 6, or in the absence of such designation, or,
in the event that the beneficiary designated by such Director shall have
predeceased such Director, to such Director’s estate.




     B. Each Director who elects to participate in this Plan may file
with the Secretary of the Corporation a notice in writing designating one
or more beneficiaries to whom payment shall be made in the event of such
Director’s death prior to receiving payment of any or all of the deferred
Compensation hereunder.



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     C. If the Director has elected to defer Compensation in the form of
cash, the Corporation shall distribute a sum in cash to such
Director, pursuant to his or her election provided for in paragraph A of
this Section 6. If the Director has elected to defer Compensation in the
form of stock units, the Corporation shall distribute to such Director,
pursuant to his or her election provided for in paragraph A of this
Section 6, the cash equivalent of the portion of the stock units being
distributed in such installment which will be calculated by multiplying
(i) the average of the month-end closing prices of the Corporation’s
Common Stock for the last 12 months preceding the date of each
distribution, as reported for the New York Stock Exchange-Composite
Transactions, by (ii) the number of stock units being distributed in such
installment.





	7.	 	CHANGE OF CONTROL OR CHANGE IN CAPITALIZATION.






     A. If a tender offer or exchange offer for shares of Common Stock of
the Corporation (other than such an offer by the Corporation) is
commenced, or if the stockholders of the Corporation shall approve an
agreement providing either for a transaction in which the Corporation
will cease to be an independent publicly owned corporation or for a sale
or other disposition of all or substantially all the assets of the
Corporation (Change of Control), a lump sum cash payment shall be made to
each Director participating in the Plan of the aggregate current balance
of his or her deferred compensation account accrued to the Director’s
deferred compensation account on the date of the Change of Control,
notwithstanding any other provision herein. If the Director has elected
to defer Compensation in the form of stock units, the Corporation shall
distribute to such Director the sum in cash equal to the closing price of
the Corporation’s Common Stock on the day preceding the date of the
Change of Control (as reported for the New York Stock Exchange-Composite
Transactions) multiplied by the number of stock units in such account.
Any notice by a Director to change or terminate his or her election to
defer Compensation or before the date of the Change of Control shall be
effective as of the date of the Change of Control, notwithstanding any
other provision herein.




     B. Any recapitalization, reclassification, split up, sale of assets,
combination or merger not otherwise provided for herein which affects the
outstanding shares of Common Stock of the Corporation or any other
relevant change in the capitalization of the Corporation shall be
appropriately adjusted for by the Board of Directors of this Corporation,
and any such adjustments shall be final, conclusive and binding.





	8.	 	NONALIENATION OF BENEFITS.






No right or benefit under this Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any
attempt to alienate, sell, assign, pledge, encumber or charge the same
shall be void. To the extent permitted by law, no right or benefit
hereunder shall in any manner be attachable



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for or otherwise available to
satisfy the debts, contracts, liabilities or torts of the
person entitled to such right or benefit.





	9.	 	APPLICABLE LAW.






The Plan will be construed and enforced according to the laws of the
State of Delaware; provided that the obligations of the Corporation shall
be subject to any applicable law relating to the property interests of
the survivors of a deceased person and to any limitations on the power of
the person to dispose of his or her interest in the deferred
Compensation.





	10.	 	AMENDMENT OR TERMINATION OF PLAN.






The Board of Directors of the Corporation may amend or terminate this
Plan at any time, provided, however, any amendment or termination of this
Plan shall not affect the rights of participating Directors or
beneficiaries to payments, in accordance with Section 6 or 7, of amounts
accrued to the credit of such Directors or beneficiaries at the time of
such amendment or termination.




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