FORM OF INDEMNIFICATION AGREEMENT



 





Exhibit 10.5



INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (“Agreement”) is made as of the                     day of
                                      ,                    , by and between MoneyGram International, Inc. (the
“Corporation”), a Delaware corporation, and                                       , a Director of the
Corporation (the “Director”).



Recitals




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



     B. In addition to the indemnification to which the Director is entitled
under the Amended and Restated Certificate of Incorporation of the Corporation
(the “Articles”), the Corporation at its sole expense maintains insurance
protecting its officers and directors against certain losses arising out of
actual or threatened actions, suits or proceedings to which such persons may be
made or threatened to be made parties (“D & O Insurance”). However, the
coverage of the Corporation’s D & O Insurance has decreased in recent years and
the Corporation and the Director cannot be sure that insurance coverage will
continue to be available in the future or, if available, that it will not be
unreasonably expensive to purchase and maintain.



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



Agreement




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



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



     2. Indemnity of Director. The Corporation shall hold harmless and
indemnify Director to the full extent authorized or permitted by the provisions
of the Delaware



 









 







General Corporation Law or by any amendment thereof or other statutory
provisions authorizing or permitting such indemnification which is adopted
after the date hereof.



     3. Maintenance of Insurance and Self Insurance.



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



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



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



     4. Additional Indemnity. Subject only to the exclusions set forth in
Section 5 hereof, and without limiting any right which Director may have now or
in the future pursuant to the Delaware General Corporation Law, the Articles,
the Bylaws, any other agreement, any resolution, any policy of insurance or
otherwise, the Corporation hereby further agrees to hold harmless and indemnify
Director:




     Against any and all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by Director in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether by third parties or by or in
the right of the Corporation to which Director at any time becomes a
party, or is threatened to be made a party, by reason of the fact that
Director is or was a director of the Corporation, or is or was serving
or at any time serves at the request of the Corporation as a director of
another corporation, partnership, joint venture, trust or other
enterprise.



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



     (a) for which and to the extent that payment is actually made to Director
under a valid and collectible insurance policy;



     (b) for which and to the extent that Director is indemnified or receives
a recovery otherwise than pursuant to Section 4;



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



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



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



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



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



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



     (a) The Corporation will be entitled to participate therein at its own
expense; and,



     (b) Except as otherwise provided below, to the extent that it may wish,
the Corporation jointly with any other indemnifying party similarly notified
will be entitled to assume the defense thereof, with counsel satisfactory to
Director. After notice from the Corporation to Director of its election so to
assume the defense thereof, the Corporation will not be liable to Director
under this Agreement for any legal or other expenses



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



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



     7. Advance
Payments.



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



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



     8. Indemnification
Request.



     1. Advancement.



     (a) Director shall in order to request advanced payments according to
Section 7 hereof, submit to the Board of Directors a sworn statement of request
for advancement of expenses in the form of Exhibit 1 attached hereto and made a
part hereof (“the Advancement Request”), stating that (i) the Director has
incurred or will incur actual expenses in defending an action, suit, or
proceeding as described in Section 4 hereof and (ii) the Director undertakes to
repay such amount if it shall ultimately be determined



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that the Director is not entitled to be indemnified by the Corporation under
this Agreement.



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



     2. Indemnification.



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



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



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




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




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



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submit to the Board of Directors and to Director within 10 days after
the decision a written opinion disclosing the grounds and the evidence
upon which such decision was based. The decision of Independent Legal
Counsel shall be final.



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



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



     10. Enforcement.



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



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



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



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



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



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



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personal representatives and assigns and to the benefit of the Corporation, its
successors and assigns.



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



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



	 	 	 	 	 	 
	

	 	 	 	MONEYGRAM INTERNATIONAL, INC.
	 
	 	 	 	 
	

	 	 	 	 
	

	 	 	 	By	
 
	 
	 	

	 	 	 	 








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