SUBJECT TO CONTRACT AND WITHOUT PREJUDICE Dated: 21 April 2010 MoneyGram International Ltd John Hempsey ___________________________________________________ Compromise Agreement ___________________________________________________ CONTENTS

Exhibit 10.01

SUBJECT TO CONTRACT AND WITHOUT PREJUDICE
Dated: 21 April 2010

MoneyGram International Ltd
John Hempsey
___________________________________________________
Compromise Agreement
___________________________________________________

CONTENTS

Page No

COMPROMISE AGREEMENT

Dated: 21 April 2010

BETWEEN:

WHEREAS:

IT IS AGREED as follows:

Your employment will terminate on 30 April 2010 (the “Termination Date”) on grounds of redundancy.

The Severance Payment includes your statutory redundancy payment and any contractual redundancy payment to which you may be entitled. The statutory redundancy payment is not subject to income tax and is included with the £30,000 tax free amount referred to above. Your statutory redundancy payment is calculated as follows:

Calculation:

1.5 x 6 x £380 (current statutory maximum weekly pay) = £3,420.00.

You will be entitled to holiday pay in respect of half a day’s holiday accrued but untaken by you for the period up to and including the Termination Date. This will be paid to you through the payroll in the normal way, less appropriate statutory deductions.

You will continue to receive all contractual benefits up to and including the Termination Date.

The Company gives you no representation as to whether any income tax or employee national insurance contributions arise or are payable in respect of any payments made or benefits provided to you under this Agreement, and you are solely responsible for the payment of any such income tax or employee national insurance contributions. Except in relation to any amounts deducted by the Company from any payment to you under this Agreement, you will, on demand, indemnify the Company and each Group Company and shall keep it and them fully indemnified on a continuing basis against all and any liability to, or to account for, income tax or employee national insurance contributions (including, without limitation, any liability which results from a failure to make deductions in respect of the same under the PAYE system).

You shall immediately resign as a director of MoneyGram International Limited, the Company, and any Group Company of which you are a director by delivering to the Company a letter of resignation in the terms of the draft attached at Appendix 1 and do any other act required by the Company to effect such resignations from such offices.

save where it is necessary for the Executive to retain such property for the purposes of fulfilling his duties under clause 17, Continuing Assistance.

The Company will provide prospective employers, recruitment agencies, consultancies, head hunters, other similar parties, upon request, with a reference in the form of that attached to this Agreement as Appendix 2 (“the Reference”) and shall respond to any oral queries for a reference in a manner consistent with Appendix 2 provided that such requests for a reference are addressed to the HR Department, Human Resources Department, Personnel Department or similar or to A. Hallawell or S. Piano or P. Patsley.  Within 14 days of the Termination Date the Company will also provide you with a copy of the Reference on headed letterhead paper dated and marked “to whom it may concern”.

You confirm that, save as already disclosed by you to the Board of the Company, you have committed no breach of duty (including fiduciary duty) to the Company or any Group Company.

You agree that you will not (except with the express written consent of the Board of the Company or in compliance with an order of a competent court) at any time (without limit) after the Termination Date:

any information including but not limited to terms of contracts or arrangements, existing and potential projects, information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans, the business, products, affairs and finances of the Company or of any Group Company for the time being confidential to it or to them or treated by it or them as such and trade secrets (including, without limitation, technical data and know-how) relating to the business of the Company or of any Group Company or of any of its or their suppliers, clients or customers (“Confidential Information”).

You undertake that any Confidential Information (including, without limitation, any software programs or codes) whether belonging to the Company or any Group Company or provided to you by them, in connection with your employment is returned to the Company no later than 14 days following the Termination Date. This will include any information which may be in your possession, electronically recoverable by you, or delivered by you and then returned to you by a third party.

You agree that you will continue to provide transitional assistance to the Company as and when needed for a period of three months after the Termination Date and also in relation to any ongoing litigation or potential litigation in which the Company or any Group Company may be involved. The Company agrees to pay reasonable personal expenses relating to any travel or meetings requiring your attendance on such matters, subject to your obtaining prior approval for such expenses on each occasion.

You confirm that you have not instituted any complaint to or proceedings in the High Court, a County Court or an Employment Tribunal and agree to refrain from bringing or instituting any claims against the Company or any shareholder, officer or employee of the Company including but not limited to those claims specified in clause 19. The potential complaints or proceedings to which this Agreement relates arise out of your employment by the Company or the termination of that employment.

The Company confirms that it is not aware of any claims that it has or may have against you and you will continue to be covered under the Company’s directors’ and officers’ liability insurance policy in respect of any claims which are made in respect of the period in which you were a director or officer of the Company or any Group Company.

The Company will make a payment of £2,500 + VAT, in respect of the legal costs and expenses incurred by you in obtaining legal advice in relation to this Agreement, in accordance with HM Revenue & Customs Statutory Concession A81 (the “Legal Fee Payment”). This will be subject to the submission of a valid invoice from your legal adviser addressed to you but marked payable by the Company to be delivered for the attention of A. Hallawell at MoneyGram International Ltd., of 1 Bevington Path, London, SE1 3PW. Payment will be made, within 30 days following receipt of the invoice, direct to your solicitors.

The Company shall provide you with qualifying outplacement counselling services (within the meaning of Section 310 of the Income Tax (Earnings and Pensions) Act 2003) with an agreed service provider. This will be subject to the submission of a valid invoice from the agreed service provider addressed to you but marked payable by the Company to be delivered for the attention of A. Hallawell at MoneyGram International Ltd., of 1 Bevington Path, London, SE1 3PW. Payment of this sum will be made directly to the service provider and will be deducted from the second tranche of the Severance Payment.

You acknowledge that the Company has entered into this Agreement in reliance on the warranties, representations, acknowledgments and undertakings given by you herein. In the event of you bringing any claims set out in clause 19, without prejudice to any other remedy the Company may have, the Severance Payment (less any part thereof which is a Statutory Redundancy Payment) shall be repaid by you to the Company forthwith and shall be recoverable by the Company as a debt (and the parties agree that the amount of the Severance Payment represents a reasonable pre-estimate of the Company’s loss arising from any such breach by you).

It is agreed and acknowledged that the conditions regulating Compromise Agreements contained in section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations Act 1976, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, paragraph 2 of schedule 3A of the Disability Discrimination Act 1995, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, paragraph 2(2) of schedule 4 of the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2) of schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 12 of the schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 and paragraph 2(2) of schedule 5 of the Employment Equality (Age) Regulations 2006 are intended to be and have been satisfied.

Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected and this Agreement shall be construed as if the Agreement had never included the unenforceable provision.

The headings to clauses in this Agreement are for convenience only and have no legal effect.

This Agreement may be executed in one or more parts by the parties on separate counterpart or facsimile copies each of which when so executed by any party shall be an original but all executed counterpart or facsimile copies shall together when delivered constitute but one agreement. This Agreement shall not be completed, delivered or dated until each party has received counterpart or facsimile copies validly executed by all other parties. The date of this Agreement shall be the date in the United Kingdom on which validly executed copies were received by all parties.

This Agreement sets out the entire agreement as to the termination of your employment between the Company and you and supersedes all prior discussions between the parties or their advisers and all statements, representations, terms and conditions, warranties, guarantees, proposals, communications and understandings whenever given and whether orally or in writing.

This Agreement shall be deemed to be without prejudice and subject to contract until such time as it is signed and dated by both parties, when it shall be treated as an open document evidencing a binding agreement.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

MoneyGram International Limited

APPENDIX 1

1

LETTERS OF RESIGNATION

[date]

Private & Confidential

The Directors
MoneyGram International Holdings Ltd
MIL Overseas Limited
MoneyGram International Ltd

MoneyGram Payment Systems Italy S.R.L.
MoneyGram Payment Systems Spain, S.A.U.
MoneyGram France S.A.
Blue Dolphin Financial Services NV
Blue Dolphin Financial Services Nederland BV
MoneyGram India Private Limited
MoneyGram Overseas (Pty) Limited
MoneyGram Overseas Nigeria Limited
MoneyGram Payment Systems Bulgaria

Dear Sirs

Please accept this letter as formal notice of my resignation as a director of MoneyGram International Holdings Ltd, MIL Overseas Limited and MoneyGram International Ltd and the related MoneyGram entities listed above. My resignation is to be effective immediately.

Yours faithfully

Signed.............................................
John Hempsey

APPENDIX 2

2

REFERENCE

Dear Sir/Madam

Re: John Hempsey

John Hempsey joined MoneyGram International Limited (MIL) on 6^th May 2003 and was employed by the Company for a period of almost 7 years through to April 2010.  He started as Chief Executive Officer, MIL and in December 2009 became EVP, Europe, Middle East, Africa and Asia Pacific.  From June 2008, John reported to the CEO of MGI and was a member of the MGI Executive Committee and an officer of the company. Additionally, while John was the CEO of Thomas Cook Global and Financial Services, he served on the MIL Board, at that time a JV between Travellers Express and the Thomas Cook Group, between 1997 and 2001. John was Chairman of the Board of MoneyGram France SA, a company regulated by the Banque de France; Chairman of MoneyGram France SA Internal Audit Committee; Chairman of the MIL Credit Control Committee and a Board member of various other subsidiaries around the world.

While CEO, John was responsible for Sales, Marketing, New Product Development, Finance, IT, Operations, Human Resources, Legal and Compliance within MIL.  When he became EVP, EMEAAP, he continued in the EMEAAP leadership role and focused on Sales, Marketing and Product Development growing transactions, revenue and EBITDA through an increasing send and receive network. Important achievements included:

In summary, John has been a dedicated asset to the business who has contributed much to MGI and the industry. I believe he has much to offer and I would recommend him to prospective employers.

Yours faithfully

Pam Patsley
Chairman & CEO, MGI

APPENDIX 3

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AGREED WORDING OF ANNOUNCEMENT

John Hempsey, executive vice president, EMEAAP, is leaving MoneyGram effective April 30th. During his tenure, John has made significant contributions to MoneyGram, including helping to increase our presence in every corner of the world. Under John’s leadership, the region has grown into a dynamic team of nearly 700 employees with a network of 130,000 locations; we’ve acquired and integrated important companies in Italy, France, Belgium, and Spain; and opened retail locations in France, Germany and Benelux. John has built a strong and talented team of employees that I know will be an invaluable asset to MoneyGram and our clients as we accelerate our momentum across the globe.  John Hempsey will be assisting us to ensure a smooth transition in the coming months. Again, we thank John for his many contributions to the company and wish him the very best in his future endeavors.

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APPENDIX 4
ADVISER’S CERTIFICATE
Letter to be typed on the headed notepaper of Employee’s solicitors

[date]

Your Ref: S. Linton

Our Ref:

Dewey & LeBoeuf
No. 1 Minster Court
Mincing Lane
London EC3R 7YL

Dear Sirs

Adviser’s certificate: John Hempsey – MoneyGram International Ltd

I refer to the Agreement which it is proposed be entered into between my client, John Hempsey, and MoneyGram International Ltd, a copy of which is attached to this letter and initialled on each page by me (the “Agreement”). I am writing to confirm the following information:

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I am, and was at the time I gave the advice referred to in paragraph 2 above, a solicitor of the Supreme Court holding a current Practising Certificate.

Yours faithfully

Paul Fontes
Eversheds LLP

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