0001299933-05-006138 Sample Contracts

THE MONEYGRAM INTERNATIONAL, INC. OUTSIDE DIRECTORS’ DEFERRED COMPENSATION TRUST
Trust Agreement • November 22nd, 2005 • Moneygram International Inc • Services-business services, nec • Minnesota

This Trust Agreement made as of this 5th day of January, 2005, by and between MoneyGram International, Inc., a Delaware Corporation (the “Corporation”), Wells Fargo Bank, N.A. (the “Trustee”). This Trust Agreement provides for the establishment of a trust to be known as The MoneyGramInternational, Inc. Outside Directors’ Deferred Compensation Trust (hereinafter called the “Trust”) to provide a source for certain payments required to be made under the plans listed on Exhibit A as amended from time to time (the “Plans”) between the Corporation and its outside directors (the “Participants”).

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AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 22nd, 2005 • Moneygram International Inc • Services-business services, nec • Delaware

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”).

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