0000950123-04-006447 Sample Contracts

MONEYGRAM INTERNATIONAL, INC. and WELLS FARGO BANK, N.A. Rights Agreement Dated as of __________, 2004
Rights Agreement • May 17th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

Agreement, dated as of , 2004, between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).

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TAX SHARING AGREEMENT
Tax Sharing Agreement • May 17th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

This Tax Sharing Agreement (the “Agreement”) dated as of [date] 2004, is entered into by and between Viad Corp, a Delaware corporation (“Viad”), and MoneyGram International, Inc., a Delaware corporation (“Newco”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG VIAD CORP MONEYGRAM INTERNATIONAL, INC. MGI MERGER SUB, INC. AND TRAVELERS EXPRESS COMPANY, INC. DATED AS OF
Separation and Distribution Agreement • May 17th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2004, is by and among Viad Corp, a Delaware corporation (“Viad”), Travelers Express Company, Inc., a Minnesota corporation and direct wholly-owned subsidiary of Viad (“TECI”), MoneyGram International, Inc., a Delaware corporation and direct wholly-owned subsidiary of Viad (“MoneyGram”), and MGI Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned subsidiary of MoneyGram (“Merger Sub”).

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INTERIM SERVICES AGREEMENT
Interim Services Agreement • May 17th, 2004 • Moneygram International Inc • Services-business services, nec • Delaware

This Interim Services Agreement is made as of the day of , 2004, between Viad Corp, a Delaware corporation (“Viad”) and MoneyGram International, Inc., a Delaware corporation (“MoneyGram”), wherein it is agreed:

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EMPLOYEE BENEFITS AGREEMENT BY AND AMONG VIAD CORP, MONEYGRAM INTERNATIONAL, INC. AND TRAVELERS EXPRESS COMPANY, INC. DATED AS OF [ ], 2004
Employee Benefits Agreement • May 17th, 2004 • Moneygram International Inc • Services-business services, nec

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”).

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