Non-Employee Director Deferred Compensation Plan, effective October 1, 2021

(bb)    “Separation from Service” means the date that such Director ceases to provide services to

the Company as a member of the Board; provided, however, that the event constitutes a

“separation from service” within the meaning of Treasury Regulation § 1.409A-1(h).

(cc)    “Share” means one share of the Company’s common stock, par value $0.01 per share, and

such other securities as may be substituted (or resubstituted) therefore in accordance with

the terms of the OIP.

(dd)    “Special Enrollment Period” means the thirty (30) day period after a Director is elected to

the Board and advised of his eligibility to participate in the Plan during which the Eligible

Person may make his elections to defer Compensation for services performed and

Compensation earned after such election pursuant to Article IV. The Committee may also

designate certain periods as Special Enrollment Periods to the extent permitted under

section 409A of the Code.

(ee)    “Trustee” means the individual or entity appointed to serve as trustee of any trust

established as a possible source of funds for the payment of benefits under this Plan.

(ff)    “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting

from (i) an illness or accident of the Participant, his spouse, his beneficiary, or his

dependent (as defined under section 152(a) of the Code), (ii) a loss of the Participant’s

property due to casualty, or (iii) any other similar extraordinary and unforeseeable loss

arising from events beyond the control of the Participant, as determined by the Committee

in its sole and absolute discretion and in accordance with the requirements of section 409A

of the Code.

2.2    Construction. If any provision of this Plan is determined to be for any reason invalid or

unenforceable, the remaining provisions of this Plan will continue in full force and effect.

All of the provisions of this Plan will be construed and enforced in accordance with the

laws of the State of Delaware and will be administered according to the laws of such state,

except as otherwise required by ERISA, the Code or other applicable federal law. The term

“delivered to the Committee,” as used in this Plan, will include delivery to a person or

persons designated by the Committee for the disbursement and the receipt of administrative

forms. Delivery will be deemed to have occurred only when the form or other

communication is actually received. Headings and subheadings are for the purpose of

reference only and are not to be considered in the construction of this Plan. The pronouns

“he,” “him” and “his” used in the Plan will also refer to similar pronouns of the female

gender unless otherwise qualified by the context.

3.1    Eligibility and Participation.

(a)    Determination of Eligibility. It is intended that eligibility to participate in the Plan will be

limited to Eligible Persons, as determined by the Committee, in its sole and absolute

discretion. During the Open Enrollment Period, each Eligible Person will be contacted and

informed that he may elect to defer portions of his Compensation and will be provided with

an Election Form and such other forms as the Committee will determine. An Eligible

Person will become a Participant by completing all required forms and making a deferral

election during an Open Enrollment Period pursuant to Section 4.1. Eligibility to become a

Participant for any Plan Year will not entitle an Eligible Person to continue as an Active

Participant for any subsequent Plan Year.

(b)    Eligibility on Initial Service. If an Eligible Person is elected to the Board during the Plan     

Year and designated by the Committee to be a Participant for such year, such Eligible

Person may elect to participate in the Plan during the Special Enrollment Period for the

remainder of such Plan Year, by completing all required forms under Section 4.1 and

making an election pursuant to Article IV. Designation as a Participant for the Plan Year in

which he is elected to the Board will not entitle the Eligible Person to continue as an Active

Participant for any subsequent Plan Year.

(c)    Loss of Eligibility Status. A Participant under this Plan who ceases to be a Director will

continue as an Inactive Participant under this Plan until the Participant has received

payment of all amounts payable to him under this Plan. In the event that an Eligible Person

ceases active participation in the Plan because the Eligible Person is no longer described as

a Participant pursuant to this Section 3.1, or because he ceases making deferrals of

Compensation, the Eligible Person will continue as an Inactive Participant under this Plan

until he has received payment of all amounts payable to him under this Plan.

4.1    General Rules Regarding Deferral Elections. An Eligible Person may become a Participant in

the Plan for the applicable Plan Year by electing during the Open Enrollment Period to defer his

Compensation pursuant to the terms of this Section 4.1 on an Election Form. Such Election Form

will be submitted to the Committee by the date specified by the Committee and will be effective

with respect to Compensation deferral elections, as of the first payment dated on or after the next

following January 1.

In the case of an Eligible Person who is newly elected to the Board during the Plan Year, the

Election Form will be entered into within the Special Enrollment Period and submitted to the

Committee by the date specified by the Committee and the specified deferral elections will only be

effective with respect to Compensation earned after the date such Election Form is received by the

Committee.

A Participant shall make a new deferral election with respect to each Plan Year. Each Election

Form shall become irrevocable as of the last day of the election period.

4.2    Restricted Stock Unit Award Deferrals. Each Eligible Person may elect to defer receipt of all of

the Shares that would otherwise be issuable upon settlement of a Restricted Stock Unit or Dividend

Equivalent award granted to such Participant during a Plan Year through the timely submission of

an Election Form in accordance with Section 4.1. Deferrals of Shares related to Restricted Stock

Units and Dividend Equivalents shall be credited to the Participant’s Equity Account as of the

vesting date applicable to such Restricted Stock Units and Dividend Equivalents, as set forth in the

applicable Award Agreement.

Restricted Stock Units and Dividend Equivalents subject to a deferral election hereunder shall be

    subject to the same terms and conditions regarding vesting and forfeiture to which the Participant

would have been subject had the Participant not elected to defer receipt of such Restricted Stock

Units and Dividend Equivalents, including any vesting or forfeiture provisions included in the OIP,

the applicable Award Agreement or any other written agreement between such Participant and the

Company or any of its subsidiaries (the “Applicable Agreements”). The portions of such

Applicable Agreements that relate to the vesting and forfeiture of Restricted Stock Units and

Dividend Equivalents subject to a deferral election hereunder are incorporated herein by reference.

Notwithstanding anything to the contrary in an Applicable Agreement, Restricted Stock Units and

Dividend Equivalents subject to a deferral election hereunder shall be subject to the payment or

settlement provisions set forth in the Plan, including all provisions of the Plan and, if applicable, a

valid deferral election that relate to timing, form and medium of payment.

4.3    Accounting for Deferred Compensation.

(a)    Accounts. The Company shall establish and maintain an Account for each Participant. The

Company may establish more than one Account on behalf of any Participant as deemed

necessary by the Committee for administrative purposes.

(b)    Equity Accounts, Dividend Equivalents and Other Distributions.

(i)    Restricted Stock Units and Dividend Equivalents. On the date that a Restricted

Stock Unit and Dividend Equivalent award subject to a deferral election hereunder

vests in accordance with the terms and conditions of the Applicable Agreements, a

number of notional Shares equal to the number of Shares that would otherwise have

been issuable in settlement of such Restricted Stock Unit and Dividend Equivalent

award shall be credited to a Participant’s Equity Account and shall become Elective

Equity Deferrals. All Elective Equity Deferrals shall be notionally invested in

Shares from the vesting date applicable to the Restricted Stock Units and Dividend

Equivalents subject to a deferral election through the applicable Distribution Date.

(ii)    Notional Shares Subject to Adjustment. Notional Shares credited to a Participant’s

Equity Account shall be subject to adjustment by the Committee in the same

manner and under the same circumstances as would apply to outstanding Restricted

Stock Units or Shares under the OIP. Additionally, any cash dividends payable

after vesting of the Restricted Stock Units subject to a deferral election will be paid

out in cash. Any Share dividends payable after vesting of the Restricted Stock

Units will be paid out in an amount equal to the Fair Market Value (as defined in

the OIP) of the Shares on the applicable Distribution Date.

5.1    In General. Except as otherwise provided in Sections 5.4 or 5.5, payment of a Participant’s

Account shall be made on the earliest to occur of the following events (each a “Payment Event”):

(a)    The Distribution Date specified in the Participant’s deferral election which may include the

Participant’s Separation from Service, six (6) months following the Participant’s Separation

from Service, an anniversary of the Participant’s Separation from Service, the occurrence

of a Change in Control, or an anniversary of the date on which the Elective Equity

Deferrals would have otherwise vested; provided that the Participant must select from

among the available Distribution Date(s) designated by the Committee and set forth in the Election Form;

(b)    The Participant’s death; and

(c)    The Participant’s Disability.

5.2    Timing of Payments. Except as otherwise provided in this Article V, payments shall be made or

commence on the Scheduled Payment Date following a Payment Event.

5.3    Medium of Payment. Benefit payments that are attributable to the Equity Account shall be paid in

the form of Shares (subject to adjustment as provided in Section 4.3(b)(ii)), and the number of

Shares distributable to the Participant shall equal the number of notional Shares credited to such

account on the Distribution Date (subject to adjustment as provided in Section 4.3(b)(ii)). Shares

delivered upon settlement of an Equity Account shall be issued pursuant to the OIP and subject to

all of its terms and conditions. Any cash or Share dividends payable after vesting of the Restricted

Stock Units subject to a deferral election will be paid in cash as described in Section 4.3(b)(ii).

5.4    Unforeseeable Emergency. Upon application by the Participant, the Committee, in its sole and

absolute discretion, may direct payment of all or a portion of the Participant’s Account balance

prior to his Separation from Service and any scheduled withdrawal date in the event of an

Unforeseeable Emergency. Any such application will set forth the circumstances constituting such

Unforeseeable Emergency. The Committee will determine whether to grant an application for a

distribution on account of an Unforeseeable Emergency in accordance with guidance issued

pursuant to section 409A of the Code. Specifically, the amount distributable on account of an

Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the need

(plus any taxes resulting from the distribution). A distribution on account of an Unforeseeable

Emergency may be made only to the extent that the Participant’s need cannot be met through

insurance reimbursements, the liquidation of other assets (but only if such liquidation would not

itself cause a hardship). However, the determination of an Unforeseeable Emergency is not

required to take into account additional compensation that could be paid to the Participant, but

which has not actually been paid, under any other nonqualified deferred compensation plan in

which the Participant participates.

5.4    Specified Employee Payment Delay. Unless otherwise payable without the imposition of penalty

taxes pursuant to section 409A of the Code, if a Participant is a “specified employee” within the

meaning of section 409A of the Code (a “Specified Employee”) as of the date of his or her

Separation from Service, then no distribution of such Participant’s Account shall be made upon the

Participant’s Separation from Service until the first payroll date of the seventh month following the

Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death) (the

“Specified Employee Payment Date”). Any payments to which a Specified Employee otherwise

would have been entitled under the Plan during the period between the Participant’s Separation

from Service and the Specified Employee Payment date shall be accumulated and paid in a lump

sum payment on the Specified Employee Payment Date.

6.1    Legal Disability. If a person entitled to any payment under this Plan is, in the sole judgment of

the Committee, under a legal disability, or otherwise is unable to apply such payment to his own

interest and advantage, the Committee, in the exercise of its discretion, may direct the Company or

payor of the benefit to make any such payment in any one or more of the following ways:

(a)    Directly to such person;

(b)    To his legal guardian or conservator; or

(c)    To his spouse or to any person charged with the duty of his support, to be expended for his

benefit and/or that of his dependents.

The decision of the Committee will in each case be final and binding upon all persons in interest,

unless the Committee reverses its decision due to changed circumstances.

6.2    Assignment. Except as provided in Section 6.1, no Participant or Beneficiary will have any right

to assign, pledge, transfer, convey, hypothecate, anticipate or in any way create a lien on any

amounts payable under this Plan. No amounts payable under this Plan will be subject to

assignment or transfer or otherwise be alienable, either by voluntary or involuntary act, or by

operation of law, or subject to attachment, execution, garnishment, sequestration or other seizure

under any legal, equitable or other process, or be liable in any way for the debts or defaults of

Participants and their Beneficiaries.

7.1    Funding. Benefits under this Plan will be funded solely by the Company. Benefits under this

Plan will constitute an unfunded general obligation of the Company, but the Company may, in its

discretion, create reserves, funds and/or provide for amounts to be held in trust to fund such

benefits on its behalf. Payment of benefits may be made by the Company, any trust established by

the Company or through a service or benefit provider to the Company or such trust.

7.2    Creditor Status. Participants and their Beneficiaries will be general unsecured creditors of the

Company with respect to the payment of any benefit under this Plan, unless such benefits are

provided under a contract of insurance or an annuity contract that has been delivered to

Participants, in which case Participants and their Beneficiaries will look to the insurance carrier or

annuity provider for payment, and not to the Company. The Company’s obligation for such

benefit will be discharged by the purchase and delivery of such annuity or insurance contract.

8.1    Plan Administration. The Plan shall be administered by the Committee.

8.2    Duties of Committee. The Committee will have sole and absolute discretion regarding the

exercise of its powers and duties under this Plan, including the following powers and duties:

(a)    To direct the administration of the Plan in accordance with the provisions herein set forth;

(b)    To adopt rules of procedure and regulations necessary for the administration of the Plan,

provided such rules are not inconsistent with the terms of the Plan;

(c)    To determine all questions with regard to rights of Participants and Beneficiaries under the

Plan including, but not limited to, questions involving eligibility or the value of a

Participant’s Accounts;

(d)    To enforce the terms of the Plan and any rules and regulations adopted by the Committee;

(e)    To review and render decisions respecting a claim for a benefit under the Plan;

(f)    To furnish the Company with information that the Company may require for tax or other

purposes;

(g)    To engage the service of counsel (who may, if appropriate, be counsel for the Company),

actuaries, and agents whom it may deem advisable to assist it with the performance of its

duties;

(h)    To prescribe procedures to be followed by Participants in obtaining benefits;

(i)    To receive from the Company and from Participants such information as is necessary for

the proper administration of the Plan;

(j)    To establish and maintain, or cause to be maintained, the individual Accounts described in

Section 4.3;

(k)    To create and maintain such records and forms as are required for the efficient

administration of the Plan;

(l)    To make all determinations and computations concerning the benefits, credits and debits to

which any Participant, or other Beneficiary, is entitled under the Plan;

(m)    To give the Trustee of any trust established to serve as a source of funds under the Plan

specific directions in writing with respect to:

(i)    making distribution payments, giving the names of the payees, specifying the

amounts to be paid and the time or times when payments will be made; and

(ii)    making any other payments which the Trustee is not by the terms of the trust

agreement authorized to make without a direction in writing by the Plan

Administrator;

(n)    To comply (or transfer responsibility for compliance to the Trustee) with all applicable

federal income tax withholding requirements for benefit distributions, if applicable;

(o)    To construe the Plan, in its sole and absolute discretion, and make equitable adjustments for

any errors made in the administration of the Plan; and

(p)    To adjust the Notional Shares credited to a Participant’s Equity Account in the same

manner and under the same circumstances as would apply to outstanding Restricted Stock

Units and Shares under the OIP.

The foregoing list of express duties is not intended to be either complete or conclusive, and the

Plan Administrator will, in addition, exercise such other powers and perform such other duties as it

may deem necessary, desirable, advisable or proper for the supervision and administration of the Plan.

8.3    Power and Authority of the Board of Directors. Notwithstanding anything to the contrary

contained herein, the Board may, at any time and from time to time, without any further action of

the Committee, exercise the powers and duties of the Committee under the Plan.

8.4    Overpayment and Underpayment of Benefits. The Plan Administrator may adopt, in its sole

and absolute discretion, whatever rules, procedures and accounting practices are appropriate in

providing for the collection of any overpayment of benefits. If a Participant or Beneficiary

receives an underpayment of benefits, the Plan Administrator will direct that payment be made as

soon as practicable to make up for the underpayment. If an overpayment is made to a Participant

or Beneficiary, for whatever reason, the Plan Administrator may, in its sole and absolute

discretion, withhold payment of any further benefits under the Plan until the overpayment has been

collected or may require repayment of benefits paid under this Plan without regard to further

benefits to which the Participant or Beneficiary may be entitled.

9.1    Continuation. The Company intends to continue this Plan indefinitely, but nevertheless assumes

no contractual obligation beyond the promise to pay the benefits described in this Plan.

9.2    Amendment of Plan. The Company, through an action of the Board, reserves the right in its sole

and absolute discretion to amend this Plan in any respect at any time. No amendment may

adversely impact the amount of benefits a Participant has accrued under the Plan at such time

except to the extent required by applicable law.

9.3    Termination of Plan. The Company, through an action of the Board, may terminate or suspend

this Plan in whole or in part at any time, provided that no such termination or suspension will

deprive a Participant, or person claiming benefits under this Plan through a Participant, of any

amount credited to his Accounts under this Plan up to the date of suspension or termination, except

as required by applicable law. Notwithstanding any provision of this Plan to the contrary, upon the

complete termination of the Plan, the Board, in its sole and absolute discretion, may direct that the

Plan Administrator treat each Participant as having incurred a Separation from Service and to

commence the distribution of each such Participant’s Account to him or his Beneficiary, as

applicable, to the extent that the commencement of such distribution will not violate section 409A

of the Code.

The Plan may be terminated and liquidated under the following circumstances:

(a)    Corporate Dissolution or Bankruptcy. The Board may terminate and liquidate the Plan

within twelve (12) months of a corporate dissolution taxed under section 331 of the Code

or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A), provided

that the amounts deferred under the Plan are included in Participants; gross incomes in the

latest of the following years (or if earlier, the taxable year in which the amount is actually

or constructively received):

(i)    The calendar year in which the Plan termination and liquidation occurs.

(ii)    The first calendar year in which the amount is no longer subject to a substantial risk

of forfeiture.

(iii)    The first calendar year in which the payment is administratively practicable.

(b)    Change in Control. The Board may terminate and liquidate the Plan within the thirty (30)

days preceding or the twelve (12) months following a change in control event, as defined in

Treasury Regulation § 1.409A-3(i)(5)), provided that all plans or arrangements that would

be aggregated with the Plan under section 409A of the Code are also terminated and

liquidated with respect to each Participant that experienced the change in control event so

that under the terms of the Plan and all such arrangements the Participant is required to

receive all amounts of compensation deferred under such arrangements within twelve (12)

months of the termination of the Plan or arrangement, as applicable. In the case of a

change of control event which constitutes a sale of assets, the termination of the Plan

pursuant to this Section 9.3 may be made with respect to the Company that is primarily

liable immediately after the change of control transaction for the payment of benefits under

the Plan.

(c)    Termination of Plan. The Board may terminate and liquidate the Plan provided that (i)

the termination and liquidation does not occur by reason of a downturn of the financial

health of the Company, (ii) all plans or arrangements that would be aggregated with the

Plan under section 409A of the Code are also terminated and liquidated, (iii) no payments

in liquidation of the Plan are made within twelve (12) months of the date of termination of

the Plan other than payments that would be made in the ordinary course operation of the

Plan, (iv) all payments are made within twenty-four (24) months of the date the Plan is

terminated and (v) the Company or the Company, as applicable depending on whether the

Plan is terminated with respect to such entity, do not adopt a new plan that would be

aggregated with the Plan within three (3) years of the date of the termination of the Plan.

10.1    No Reduction of Company Rights. Nothing contained in this Plan will be construed as a right of

any Director to be renominated to serve as a Director.

10.2    Provisions Binding. All of the provisions of this Plan will be binding upon all persons who will

be entitled to any benefit hereunder, their heirs and personal representatives.

10.3    Section 409A of the Code. The Company intends that the Plan comply with the requirements of

section 409A of the Code and shall be operated and interpreted consistent with that intent.

Notwithstanding the foregoing, the Company makes no representation that the Plan complies with

section 409A of the Code and shall have no liability to any Participant for any failure to comply

with section 409A of the Code. This Plan shall constitute an “account balance plan” as defined in

Treas. Reg. section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of section 409A of the Code, all

amounts deferred under this Plan shall be aggregated with amounts deferred under other account

balance plans.

IN WITNESS WHEREOF, this Plan has been executed on this ___ day of

______________, 2021.

MONEYGRAM INTERNATIONAL, INC.

Please complete this Time of Settlement Election Form (the “Election Form”) and return a signed copy to the General Counsel and Corporate Secretary of MoneyGram International, Inc. (the “Company”) no later than ____________________ (the “Election Deadline”).

Name: ______________________________________ (“Award Holder”)

1. Settlement of RSUs

In making this election, the following rules apply:

•The ____ RSUs are expected to be granted in _________ pursuant to a Restricted Stock Unit Award Agreement between you and the Company (the “Agreement”), subject to your continued service with the Company through the applicable grant date, and are subject to the terms of this Election Form (to the extent completed and returned by you), the Agreement and the MoneyGram International, Inc. Amended and Restated 2005 Omnibus Incentive Plan As Effective May 6, 2020 (the “Omnibus Plan”).

•Unless otherwise specified, capitalized terms used but not defined in this Election Form shall have the meaning attributed to them in the Agreement or the Omnibus Plan, as applicable. References in this Election Form to the “____ RSUs” include any additional Restricted Stock Units that may be credited to you pursuant to the terms of the Agreement as a result of a dividend declared prior to the settlement date of the RSUs.

•If you wish to defer settlement of the ____ RSUs, you must complete this Election Form by the Election Deadline and select a settlement date on which you will receive the Shares underlying the ____ RSUs to the extent such Restricted Stock Units become vested.

•If you do not wish to defer settlement of the ____ RSUs, you do not need to complete this Election Form as the Shares underlying your vested ____ RSUs will automatically be paid to you as specified in the Agreement.

•Notwithstanding the foregoing, if you fail to complete and timely submit this Election Form for any reason, the Shares underlying your vested ____ RSUs will be paid to you at the default time specified in the Agreement.

2. Deferral Election

3. Signature

I understand that my rights to the Shares underlying the ____ RSUs are subject to the rights of the creditors of the Company in the event of its insolvency. I further understand that this Election Form will become effective and irrevocable as of the end of the day on______________________, which is the Election Deadline. Once I have elected the time of settlement of my ____ RSUs by filing this completed Election Form with the General Counsel and Corporate Secretary of the Company, I understand that (a) the settlement election will be irrevocable as of the Election Deadline, (b) the settlement election will control over any contrary payment time or event specified in the Agreement, and (c) the settlement election may not be changed at any time. I acknowledge that, if I do not complete and timely submit this Election Form, the Shares underlying my vested ____ RSUs will be settled at the default time specified in the Agreement.

By executing this Election Form, I hereby acknowledge my understanding of, and agreement with, the terms and provisions set forth in this Election Form, the Agreement and the Omnibus Plan. Notwithstanding anything contained herein to the contrary, I acknowledge that if I am a “specified employee” (within the meaning of Section 409A) at the time of my separation from service with the Company, the settlement of the ____ RSUs will be delayed until at least six months following the date of the separation from service to the extent necessary to comply with Section 409A. This Election Form is intended to comply with Section 409A and shall be construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company makes no representations that this Election Form or the settlement of the ____ RSUs hereunder complies with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by me on account of non-compliance with Section 409A. I acknowledge that I have been advised to consult with my own tax advisor regarding the tax consequences of executing this Election Form. I agree to be responsible and assume all liability for and hereby agree to defend, release, indemnify, and hold harmless the Company, its officers, directors, employees, agents and affiliates against any claims, including but not limited to claims from the Internal Revenue Service (or any equivalent agency, as applicable) arising in connection with this Election Form and settlement of the ____ RSUs.

AWARD HOLDER MONEYGRAM INTERNATIONAL INC.

By: ________________________ By: ________________________

Name: ________________________ Name: ________________________

Date: ________________________ Title: ________________________

Date: ________________________