THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

MoneyGram International, Inc. (MGI)

3/31/2006 Proxy Information

No related party transactions or special transactions reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.

4/1/2005 Proxy Information

Robert H. Bohannon, Chairman of our Board of Directors, served in 2004, and continues to serve as Chairman of the Board of Directors, President and Chief Executive Officer of Viad Corp, our former parent company. Philip W. Milne, President, Chief Executive Officer, and a director of MoneyGram, served as an executive officer of Viad Corp in 2004 prior to the Spin-Off.

In 2004, prior to the Spin-Off MoneyGram made payments to Viad of approximately $85.1 million for dividends, overhead allocations and taxes. MoneyGram also made payments to Viad in 2004 of approximately $0.3 million for use of Viad’s corporate aircraft.

In connection with the separation of the two companies, MoneyGram and Viad entered into several agreements for the purpose of governing the relationship between the companies following the Spin-Off, which are summarized below. Each of these agreements has been filed with the SEC. Separation and Distribution Agreement. The separation and distribution agreement provides for the principal corporate transactions that were required to effect the separation of MoneyGram from Viad, the Spin-Off, the division of liabilities between MoneyGram and Viad, and other matters governing the relationship between Viad and MoneyGram following the Spin-Off. MoneyGram paid Viad approximately $154.3 million pursuant to this agreement in 2004.

Employee Benefits Agreement. The employee benefits agreement provides for the allocation of employees and employee benefit plans between Viad and MoneyGram, and the transfer, assignment and assumption of associated liabilities and related assets. Pursuant to this agreement, MoneyGram assumed sponsorship of Viad’s qualified pension plan, under which all benefit accruals have been frozen. MoneyGram also assumed certain liabilities under Viad’s supplemental executive retirement plans and certain liabilities under deferred compensation and medical benefit plans for certain directors and executive officers of Viad. The employee benefits agreement also provided for the treatment of stock options and restricted stock held by current and former employees of MoneyGram as well as current and former Viad employees. MoneyGram made payments to Viad pursuant to this agreement of approximately $0.8 million in 2004.

Interim Services Agreement. Under the interim services agreement, Viad provides specified services to MoneyGram on an interim basis, including tax services, internal audit services, real estate services, and insurance accounting and claims processing services. Viad charges a fee for its services determined and allocated according to methods consistent with those in place before the Spin-Off. The services will generally be provided for a term of up to two years from the date of the Spin-Off. MoneyGram made payments to Viad of approximately $0.8 million under the interim services agreement in 2004.

Tax Sharing Agreement. The tax sharing agreement provides, among other things, for the allocation between Viad and MoneyGram of federal, state, local and foreign tax liabilities for all periods through the Spin-Off date. In general, the tax sharing agreement provides that MoneyGram will be liable for all federal, state, local and foreign tax liabilities that are attributable to the business of MoneyGram for periods through the Spin-Off date, and that Viad will be responsible for all other taxes for periods through the Spin-Off date. In 2004, MoneyGram made payments to Viad totaling approximately $38.2 million for taxes and Alternative Minimum Tax credits which were transferred from Viad to MoneyGram pursuant to this agreement.

Payments from MoneyGram to Viad for 2005 are anticipated to be approximately $14.0 million, including payments pursuant to the interim services agreement, payments for taxes pursuant to the tax sharing agreement, and the purchase of a partial interest in Viad’s corporate aircraft.

6/17/2004 Proxy Information

RELATIONSHIP BETWEEN NEW VIAD AND MONEYGRAM

The Separation

On July 24, 2003, Viad Corp announced a plan to separate its global payment services business from its other businesses by means of a tax-free spin-off transaction. To effect the separation, Travelers Express Company, Inc., which currently conducts Viad Corp’s global payment services business, will become a subsidiary of MoneyGram International, Inc., a newly formed, wholly-owned subsidiary of Viad Corp, and Viad will distribute all of the shares of MoneyGram common stock as a dividend on Viad common stock.

In connection with the spin-off, Viad Corp, MoneyGram International, Inc. and Travelers Express Company, Inc. will engage in the following transactions:

• A newly formed, wholly-owned subsidiary of MoneyGram will be merged with and into Travelers Express Company, Inc., which currently conducts Viad Corp’s global payment services business and is a wholly-owned subsidiary of Viad Corp. As a result of the merger, Travelers Express Company, Inc. will become a wholly-owned subsidiary of MoneyGram International, Inc.

• Prior to the merger, each of Viad Corp and MoneyGram International, Inc. expect to enter into new credit agreements, as described under “Financing Arrangements of MoneyGram” and “Financing Arrangements of New Viad.” Immediately prior to the spin-off, MoneyGram International, Inc. expects to borrow $150 million under its new credit agreement.

• In connection with the merger, MoneyGram International, Inc. will pay $150 million to Viad Corp. MoneyGram International, Inc. will fund this payment with the borrowing under its new credit agreement. Viad Corp will use all of the proceeds of this cash payment to repay all or a portion of its outstanding commercial paper (or other similar indebtedness). Viad Corp currently has approximately $170 million of commercial paper outstanding. The amount of the payment from MoneyGram to Viad was determined based on review of historical cash flows, and the near-term and medium-term expected cash flows of MoneyGram and New Viad subsequent to the spin-off, and is intended to ensure that each of Viad and MoneyGram are adequately capitalized and has the appropriate level of cash resources at the time of the separation, while obtaining an investment grade long term credit rating for MoneyGram.

• In June 2004, Viad Corp repurchased a substantial majority of its outstanding subordinated debentures and medium-term notes, for an aggregate amount of approximately $52.6 million (which includes a tender premium) and amended the indentures governing that indebtedness to eliminate substantially all of the restrictive covenants contained herein. In April 2004, Viad Corp paid $9.0 million to retire certain industrial revenue bonds for which it was responsible. In addition, prior to the merger, Viad Corp expects to redeem its outstanding preferred stock at an aggregate redemption price of $23.7 million. Viad Corp will fund the preferred stock redemption, as well as the repayment of any commercial paper in excess of the $150 million described above, with cash on hand (including funds received from Travelers Express Company, Inc. prior to the merger). The total amount of cash required to fund the repayment of commercial paper and preferred stock redemptions and paid in the debt retirement described above is expected to be approximately $255.4 million.

• Pursuant to the employee benefits agreement, MoneyGram International, Inc. and Travelers Express Company, Inc. will assume certain employee benefit liabilities of MoneyGram International, Inc. and certain employee benefit plan liabilities of Viad Corp, and in connection with the assumption of liabilities Viad Corp will transfer certain related assets to Travelers Express Company, Inc. See “— Agreements between Viad and MoneyGram — Employee Benefits Agreement.” In connection with the distribution, Viad will pay out approximately $7.25 million of deferred compensation to its current and former corporate employees and current and former employees of its former subsidiaries.

• Pursuant to the tax sharing agreement, a tax sharing payment of approximately $35.5 million was made on April 1, 2004 by Travelers Express Company, Inc. to Viad Corp in respect of alternative minimum tax credits and general business tax credits.

• We expect that Viad Corp will incur pre-tax expenses of approximately $18 million, primarily related to investment banking, legal and accounting fees, in order to complete the spin-off and related transactions. Of these expenses, $10.0 million represent fees payable by Viad Corp upon completion of the spin-off under existing agreements. The remaining $8.0 million represent other fees and expenses incurred jointly by MoneyGram International, Inc. and Viad Corp in connection with the spin-off, which fees and expenses MoneyGram International, Inc. and Viad Corp will share equally. As a result, approximately $4.0 million is expected to paid by MoneyGram International, Inc. and $14.0 million is expected to be paid by New Viad.

• We expect that prior to the merger, Travelers Express Company, Inc. will pay cash dividends to Viad Corp in the amount of net income of Travelers Express Company, Inc. in 2004 to the date of the spin-off, less the amount of dividends already paid in respect of such net income (other than the $7.25 million dividend described below). Travelers Express Company, Inc. expects the amount of this dividend to be approximately $23 million. However, we do not know how Travelers Express Company, Inc.’s business will perform to the date of the spin-off. This dividend is in addition to a $7.25 million dividend Travelers Express Company, Inc. has paid Viad Corp in connection with Viad’s payment of certain deferred compensation liabilities, which amount Viad will use to pay its creditors.

Agreements between Viad and MoneyGram

For the purpose of governing the relationship between Viad Corp and MoneyGram International, Inc. after the spin-off, Viad and MoneyGram will enter into the various agreements described below.

Separation and Distribution Agreement

The separation and distribution agreement will provide for, among other things, the principal corporate transactions required to effect the separation of MoneyGram from Viad and the spin-off and other matters governing the relationship between New Viad and MoneyGram following the spin-off.

The Separation

Subject to specified exceptions described below, the separation and distribution agreement contains provisions designed principally to place or ensure that there remain with MoneyGram (1) the assets and personnel currently involved in the global funds transfer and payment systems business and (2) financial responsibility for known and contingent or unknown liabilities that relate directly to the global funds transfer and payment systems business as conducted on or before the date of the distribution.

In addition, liabilities of Viad relating to unfunded defined pension benefits (in excess of benefit levels provided under qualified pension plans), certain long-term disability benefits and specified deferred incentive and deferred director obligations described in the employee benefits agreement will be assumed by MoneyGram or a subsidiary and Viad will contribute or transfer to MoneyGram or a subsidiary certain related assets. MoneyGram or a subsidiary will assume and agree to perform and fulfill all of these liabilities in accordance with their respective terms.

Prior to the effective time of the merger, Viad will offer to purchase all of its outstanding medium-term notes and subordinated debentures at an amount per note or debenture, as applicable, at least equal to the outstanding principal amount (plus accrued and unpaid interest) of each note or debenture, as applicable. Viad will solicit consents from the holders of these notes and debentures to amend the indentures governing this indebtedness to eliminate substantially all of the restrictive covenants from those indentures in the event that not all of the notes or debentures are tendered for repurchase. Viad commenced these offers on May 10, 2004. Viad will retire any notes and debentures repurchased by it. If Viad does not obtain sufficient consents from holders of its subordinated debentures to amend the indenture governing that indebtedness, Viad intends to arrange to have MoneyGram become a co-obligor or guarantor under the subordinated debenture indenture.

Prior to the effective time of the merger, Viad will also redeem all of the outstanding shares of its preferred stock and MoneyGram will be recapitalized such that the number of shares of MoneyGram common stock outstanding shall equal the number of shares of Viad common stock outstanding at the close of business of the record date for the distribution. Prior to the spin-off, Viad will repay its outstanding commercial paper. Viad will not make any representation or warranty as to:

• the assets, businesses or liabilities transferred or assumed as part of the separation;

• any consents or approvals required in connection with the transfers; or

• the freedom from any encumbrance of any assets transferred or to be transferred.

Except as expressly set forth in any ancillary agreement, all assets to be transferred will be transferred on an “as is,” “where is” basis, and the respective transferees will agree to bear the economic and legal risks that any conveyance was insufficient to vest in the transferee good and marketable title, free and clear of any encumbrance.

The Distribution

Viad may decide not to complete the distribution if, at any time prior to the distribution, Viad’s board of directors determines, in its sole discretion, that the distribution is not in the best interests of Viad or its stockholders. In addition, Viad’s intention to complete the distribution is contingent on the satisfaction of the conditions described below, any of which (other than those set forth in the first, fifth and sixth bullet points below) may be waived by Viad:

• the merger of Travelers Express Company, Inc. and a subsidiary of MoneyGram International, Inc. must have become effective;

• any material governmental consents and authorizations necessary for the distribution must have been obtained, without any conditions that would have a material adverse effect on MoneyGram or Viad;

• all statutory requirements for consummation of the distribution must have been satisfied;

• the consummation of the distribution must not conflict with or require any consent under any material contract of Viad or MoneyGram and no legal restraint prevents the consummation of the distribution;

• the distribution must be payable in accordance with applicable law;

• no injunction or court order and no law or regulation shall be in effect preventing the completion of the distribution;

• Viad and MoneyGram must have in place new credit agreements that are acceptable to their respective boards of directors, and the Employee Benefits Agreement, the Interim Services Agreement and the Tax Sharing Agreement must be in effect;

• there shall not have occurred any material adverse effect on the business, assets, liabilities, financial condition, results of operations or prospects of MoneyGram or New Viad, including, among other things, any such effect resulting from or arising in connection with any terrorist attacks or the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or the occurrence of any other similar calamity or crisis, or any event or circumstance that could reasonably be expected to have an adverse effect on the ruling that Viad received from the IRS that the distribution will qualify as a tax-free distribution for federal income tax purposes; and

• indications received from the relevant ratings agencies with respect to the expected investment grade long-term credit rating for MoneyGram must not have been revoked or adversely revised.

MoneyGram and Viad will cooperate to accomplish the spin-off and at Viad’s direction MoneyGram will promptly take any and all actions necessary or desirable to effect the distribution, including, without limitation, the registration under the Securities Act of MoneyGram common stock on an appropriate registration form or forms to be designated by Viad.

Releases and Indemnification

The separation and distribution agreement provides that outstanding payables between New Viad and MoneyGram, and their respective subsidiaries, will generally be paid in cash immediately prior to the spin-off, and the tax sharing agreement provides that Travelers Express Company, Inc. will make tax sharing payments of an aggregate of approximately $35 million. Except for these matters and matters covered in the tax sharing agreement, the interim services agreement and the employee benefit agreement, the separation and distribution agreement generally provides for a full and complete release and discharge of all liabilities between Viad and MoneyGram, and their respective subsidiaries and affiliates, for events occurring on or prior to the effective time of the merger.

MoneyGram has agreed in the separation and distribution agreement to indemnify, hold harmless and defend Viad, each of its affiliates and each of their respective directors, officers and employees, from and against:

• all liabilities for third-party claims relating to the distribution or the service prior to the effective time of the merger of any Viad employee as an officer, director or employee of MoneyGram;

• liabilities of MoneyGram under the separation and distribution agreement and any ancillary agreement;

• any material breach by MoneyGram or any of its affiliates of the separation and distribution agreement or any of the ancillary agreements;

• all losses of Viad and its affiliates relating to or arising out of MoneyGram’s business and employees and the assets and liabilities assumed by MoneyGram under the separation and distribution agreement; and

• any liability related to any untrue statement of a material fact or omission to state a material fact in this information statement for which Viad is not responsible as set forth below.

Viad has agreed to indemnify, hold harmless and defend MoneyGram, each of its affiliates and each of their respective directors, officers and employees from and against:

• all liabilities for third-party claims relating to the distribution or the service prior to the effective time of the merger of any of MoneyGram employees as an officer, director or employee of Viad;

• all liabilities of Viad under the separation and distribution agreement and any ancillary agreement;

• any material breach by Viad or any of its affiliates of the separation and distribution agreement or any of the ancillary agreements;

• all losses of MoneyGram, each of its affiliates and each of their respective directors, officers and employees relating to or arising out of Viad’s business, Viad’s employees and Viad’s assets and liabilities; and

• any liability related to any untrue statement of a material fact or omission to state a material fact in this information statement related solely to Viad.

The separation and distribution agreement also specifies procedures with respect to claims subject to indemnification and related matters.

Contingent Claims and Insurance

All pending litigation relating to the global funds transfer and payment systems businesses will be the responsibility of MoneyGram following the distribution. See “Business of New Viad — Legal Proceedings.” MoneyGram will be responsible for obtaining insurance coverage following the completion of the spin-off. As a separate, independent entity, MoneyGram may be unable to obtain insurance coverage to the same extent and on terms as favorable as those available to it prior to the spin-off.

Expenses

Each of MoneyGram and Viad will pay all third-party fees, costs and expenses paid or incurred by it in connection with the merger and the distribution. These expenses are expected to be approximately $18.0 million in the aggregate, of which New Viad is expected to incur $14.0 million and MoneyGram is expected to incur $4.0 million.

Termination

The separation and distribution agreement may be terminated (1) at any time prior to the distribution date by Viad, in its sole discretion, if at any time the Viad board determines that the distribution is not in the best interests of Viad or its stockholders or (2) by the mutual consent of Viad and MoneyGram. In the event of a termination of the separation and distribution agreement neither Viad nor MoneyGram will have any liability or further obligation to the other party.

Employee Benefits Agreement

The employee benefits agreement provides for the allocation of employees, employee benefit plans and associated liabilities and related assets between Viad and MoneyGram. Generally, Viad will remain responsible for compensation and benefit liabilities for employees and former employees assigned to it, and MoneyGram will be responsible for compensation and benefit liabilities for employees and former employees assigned to it. However, there are some exceptions, which are described below.

The current employees of Viad and its subsidiaries who are on the payroll of MoneyGram and its subsidiaries on the distribution date, plus two individuals currently on the Viad headquarters staff, will be assigned to MoneyGram, and all other current employees will remain with Viad. No employee will be considered to have terminated employment or become entitled to severance pay as a result of the separation of MoneyGram from Viad or any associated employment transfer. Individuals who formerly worked for Viad and its subsidiaries will be considered MoneyGram’s former employees if they were on the payroll of MoneyGram or any of its subsidiaries or former subsidiaries immediately before their employment ended or their employer ceased to be a MoneyGram subsidiary, and all other former employees will be considered former employees of Viad.

At the time of the distribution, MoneyGram will assume sponsorship of the Viad Retirement Income Plan, which is a qualified pension plan under which all benefit accruals have been frozen. In addition, at the time of the distribution, MoneyGram’s new savings plan will assume all liabilities under the Viad Capital Accumulation Plan and the Viad Employees’ Stock Ownership Plan (the “Viad ESOP”) for benefits of the current and former employees assigned to MoneyGram, and the related trust will receive a transfer of the corresponding account balances. However, the Viad ESOP will retain the liability under the loan outstanding between the Viad ESOP and Wachovia Bank, which is guaranteed by Viad. It is expected that Viad will be substituted for Wachovia as the lender to the Viad ESOP, that the shares of Viad common stock held in the suspense account of the Viad ESOP, which were purchased with the loan, will continue to be allocated to participants in the Viad ESOP as the loan continues to be repaid and that the shares of MoneyGram common stock that are distributed with respect to the shares of Viad common stock held in the Viad ESOP will be sold by the trustee of the Viad ESOP and the proceeds reinvested in additional shares of Viad common stock.

At the time of the distribution, MoneyGram or a subsidiary will assume liability for the benefits of its employees and former employees, as well as certain liabilities for benefits of Viad’s employees and former employees attributable to periods before the distribution under Viad’s supplemental executive retirement plans and the Viad Corp Supplemental TRIM Plan. MoneyGram will retain liability for the benefits of its employees and former employees under the Travelers Express Supplemental Pension Plan. In connection with the distribution, Viad will pay out the balances of its current and former corporate employees and current and former employees of its former subsidiaries under the Viad Corp Deferred Compensation Plan.

MoneyGram will establish its own plans to provide medical and welfare benefits after the distribution, including retiree medical and life insurance benefits to the former employees assigned to it. In addition, MoneyGram or a subsidiary will also assume all liabilities and for providing executive medical benefits to Mr. Bohannon and certain former executives of Viad and their beneficiaries who are currently receiving these benefits. Effective at the time of the distribution, MoneyGram will establish a flexible spending account plan for its employees and their positive or negative balances from the Viad flexible spending account plan will be transferred to our plan.

The employee benefits agreement also provides for the treatment of stock options and restricted stock held by current and former employees of MoneyGram as well as current and former Viad employees. Each option to purchase shares of Viad common stock will be adjusted at the time of the distribution to consist of an option to purchase the same number of shares of Viad common stock as before the distribution, plus an option to purchase the same number of shares of MoneyGram common stock. The exercise price of the Viad stock option will be adjusted by multiplying the exercise price of the old stock option by a fraction, the numerator of which is the closing price of a share of Viad common stock on the first trading day after the distribution date (without the right to receive the distribution, and divided by four to reflect the reverse stock split) and the denominator of which is that price plus the closing price of a share of MoneyGram common stock on the first trading day after the distribution date. The exercise price of the MoneyGram stock option will equal the exercise price of the old stock option times a fraction, the numerator of which is the closing price of a share of MoneyGram common stock on the first trading day after the distribution date and the denominator of which is that price plus the closing price of a share of Viad common stock trades on the first trading day after the distribution date (without the right to receive the distribution, and divided by four to reflect the reverse stock split). This will result in two options with a combined intrinsic economic value equal to the intrinsic economic value of the Viad option before taking into account the effect of the distribution. The terms and conditions of the options will generally be the same as those of the pre-distribution Viad stock options, except as explained below. MoneyGram will be obligated to deliver shares of MoneyGram common stock upon exercise of the options on MoneyGram common stock, whether by its employees and former employees or those of Viad. Similarly, Viad will be obligated to deliver shares of Viad common stock upon the exercise of all Viad options. At March 12, 2004, there were outstanding options to purchase approximately 7,990,000 shares of Viad common stock.

Each holder of a Viad restricted stock award that is outstanding at the time of the distribution will receive the distribution of MoneyGram common stock. These distributed shares will generally be subject to the same vesting conditions as the Viad restricted stock award except as explained below. The performance goals may be adjusted if necessary to reflect the separation of MoneyGram from Viad. If any shares of MoneyGram common stock are forfeited by the holder, whether a MoneyGram employee or a Viad employee, the shares will revert to MoneyGram. Similarly, if any Viad restricted stock is forfeited by the holder, whether a MoneyGram employee or a Viad employee, the shares will revert to Viad.

The terms and conditions of both restricted stock and options will be further amended as follows. First, for MoneyGram employees, continued employment with MoneyGram and its subsidiaries will be treated in the same manner as employment with Viad. In addition, for both groups of employees, any noncompetition covenants will apply to competition with both MoneyGram and Viad. The change of control provisions will also be amended so that all awards based on Viad stock will vest on a change of control of Viad, all awards based on MoneyGram stock will vest on a change of control of MoneyGram, all awards held by Viad employees will vest on a change of control of Viad, and all awards held by MoneyGram employees will vest on a change of control of MoneyGram.

The new MoneyGram options and shares of restricted MoneyGram stock issued as a result of the foregoing agreement will be considered issued under the 2004 MoneyGram Omnibus Incentive Plan. See “Management of MoneyGram — 2004 Omnibus Incentive Plan” and “Management of New Viad — Treatment of Viad Options and Restricted Stock.”

Viad and MoneyGram have agreed that MoneyGram will take all tax deductions relating to the exercise of stock options by, and the vesting of restricted stock held by, employees and former employees of MoneyGram, and Viad will take the deductions arising from options and restricted stock held by its employees and former employees.

In connection with the distribution, MoneyGram will establish a trust comparable to the Viad Employee Equity Trust to receive the shares of MoneyGram common stock that are distributed with respect to the shares of Viad common stock held in the Viad Employee Equity Trust, and hold those shares for the benefit of its employees and their beneficiaries. These shares will be used to provide employee benefits.

Viad and MoneyGram will each be responsible for paying all wages, salaries, bonuses and other compensation and other employment-related liabilities of their respective employees and former employees.

At the time of the spin-off, MoneyGram or a subsidiary will assume all liabilities under the Deferred Compensation Plan for Directors of Viad for the benefits of Viad’s directors. Viad and MoneyGram will use reasonable best efforts to transfer to MoneyGram or a subsidiary the trust that Viad has established to fund these benefits. In addition, at the time of the distribution, MoneyGram or a subsidiary will become responsible for providing all benefits under the Viad Director’s Charitable Award Program and Viad will transfer to MoneyGram or a subsidiary the life insurance that funds these benefits.

Interim Services Agreement

MoneyGram and Viad will enter into an interim services agreement prior to the distribution under which Viad will provide specified services to MoneyGram on an interim basis. The principal services to be provided by Viad to MoneyGram include:

• tax matters services;

• corporate secretarial services;

• accounting and finance services;

• employee benefit, executive compensation and human resources services;

• insurance advice and consultation services;

• internal audit services;

• real estate services;

• government affairs and public relations services;

• corporate security services;

• vendor management services; and

• insurance accounting and claims processing services.

The services will generally be provided for a term beginning on the distribution date and expiring on the earlier of two years from the distribution date and the date of termination of all services pursuant to the agreement. The interim services agreement provides that MoneyGram may, at any time after a one year period, request termination of the service upon 90 days’ advance notice to Viad, and, to the extent practicable, the parties will agree to an orderly reduction or phase-out of these services. However, certain services, including real estate services, government affairs and public relations services, corporate security services and vendor management services, may not be terminated prior to the second anniversary of the distribution date without Viad’s consent.

Viad will charge a fee for services provided, which fee will be determined and allocated according to methods consistent with those in place prior to the distribution.

Generally, Viad will not be liable to MoneyGram for any failure to perform its obligations under the interim services agreement, except in the case of intentional misconduct or gross negligence. MoneyGram shall indemnify Viad for any liability to any third party arising out of the provision of services.

Tax Sharing Agreement

Through the distribution date, the results of MoneyGram’s and its subsidiaries’ operations will be included in Viad’s consolidated U.S. federal income tax returns. As part of the separation, MoneyGram will enter into a tax sharing agreement with Viad that provides, among other things, for the allocation between New Viad and MoneyGram of federal, state, local and foreign tax liabilities for all periods through the distribution date. In general, the tax sharing agreement provides that MoneyGram will be liable for all federal, state, local and foreign tax liabilities, including any such liabilities resulting from the audit of or other adjustment to previously filed tax returns, that are attributable to the business of MoneyGram for periods through the distribution date, and that Viad will be responsible for all other of these taxes for periods through the distribution date. Under the tax sharing agreement, prior to the distribution, Travelers Express Company, Inc. will make tax sharing payments of an aggregate of approximately $35 million, in respect of alternative minimum tax credits and general business tax credits. The amount of that payment will be adjusted following the spin-off as tax returns are filed and audits occur.

Though valid as between the parties thereto, the tax sharing agreement is not binding on the IRS or any state, local, or foreign taxing authority. Further, under Treasury regulations, MoneyGram and its domestic subsidiaries are severally liable (as is Viad and its domestic subsidiaries) to the IRS for any federal income taxes of the consolidated group for pre-distribution periods and for the taxable year of the consolidated group that includes the distribution date. Certain other taxing jurisdictions may have similar several liability rules. The tax sharing agreement does not affect that several liability.

The tax sharing agreement places restrictions upon each of New Viad and MoneyGram regarding certain sales of assets, certain sales or issuances of additional stock or other securities (including securities convertible into stock) and the entry into certain types of corporate transactions during a restriction period that continues for 24 months after the distribution. Among other matters, the tax sharing agreement generally limits each of New Viad and MoneyGram during the restriction period in connection with their:

• issuing or selling additional stock or other securities (including securities convertible into stock but excluding certain compensatory arrangements), if, following such issuance or sale, one or more persons will have acquired or will have the right to acquire, directly or indirectly, more than 25 percent (by vote or value) of the outstanding equity securities of New Viad or MoneyGram, in each case from the point in time two years prior to the spin-off to the date immediately following such issuance or sale;

• selling, transferring, or otherwise disposing of or agreeing to dispose of assets (including shares of capital stock of a subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute (1) more than 60 percent of the gross assets of New Viad or MoneyGram or (2) more than 60 percent of the consolidated gross assets of the New Viad affiliated group or the MoneyGram affiliated group (in each case excluding sales, transfers or dispositions of assets in the ordinary course of business); and

• soliciting or entering into any other corporate transaction that would cause either New Viad or MoneyGram to undergo a 40 percent or greater change in stock ownership.

The tax sharing agreement permits each of New Viad and MoneyGram to take certain actions that are otherwise restricted if Viad obtains an acceptable supplemental ruling from the IRS that such actions will not cause the distribution or certain other internal restructuring transactions to be taxable. Alternatively, in lieu of obtaining this supplemental ruling from the IRS, in certain situations the tax sharing agreement permits each of New Viad and MoneyGram to proceed with a transaction that would be prohibited by a specific restriction if either New Viad or MoneyGram obtains an unqualified opinion, acceptable to the other party in its sole and absolute discretion, of nationally recognized tax counsel to the effect that the transaction will not affect the treatment of the distribution or certain internal restructurings under Sections 355 and 368(a)(1)(D) of the Code.

The tax sharing agreement provides that if either MoneyGram or New Viad takes or fails to take any action (or permits any of their respective affiliates to take or fail to take any action) that causes the distribution to be taxable, or if there is an acquisition of the equity securities or assets of either party (or equity securities or assets of any member of that party’s group) that causes the distribution to be taxable, that party will be required to indemnify the other party for any resulting taxes and related losses. That indemnification requirement applies even if an acceptable opinion or a supplemental ruling is obtained. In the event that the distribution were taxable to Viad, Viad would recognize gain equal to the excess, if any, of the fair market value of MoneyGram common stock distributed on the distribution date over Viad’s tax basis in MoneyGram common stock, and Viad would have to pay tax on that gain. This corporate-level tax would be substantial.