MoneyGram 2004 Annual Report Download - page 9

Table of Contents
maries are qualified in their entirety by reference to the agreements as filed. See also Note 3 of the Notes to the Consolidated Financial Statements.
Separation and Distribution Agreement. The separation and distribution agreement governs, among other things, the principal corporate transactions that were
required to effect the separation of MoneyGram from Viad and the spin-off, the transfer to and the continued operation by MoneyGram of the global funds
transfer and payment systems businesses, the division between MoneyGram and Viad of liabilities and other matters governing the relationship between Viad
and MoneyGram following the spin-off.
Employee Benefits Agreement. The employee benefits agreement provides for the allocation of employees, employee benefit plans and the transfer,
assignment and assumption of associated liabilities and related assets between Viad and MoneyGram. Generally, subject to some exceptions summarized
below, Viad remains responsible for compensation and benefit liabilities for employees and former employees assigned to it, and MoneyGram is responsible
for compensation and benefit liabilities for employees and former employees assigned to it.
Under the 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.
Interim Services Agreement. Under the interim services agreement, Viad provides specified services to MoneyGram on an interim basis, including tax matter
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 spin-off date.
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 of these taxes for periods through the spin-off date. 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 periods before the spin-off and
for the taxable year of the consolidated group that includes the spin-off date.
The tax sharing agreement also places restrictions upon 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 spin-off.
Employees
At December 31, 2004, we had approximately 1,550 full-time employees in the United States and 100 full-time employees internationally. In addition, we use
contractors to support certain of our international sales and marketing efforts. None of our employees are represented by a labor union, and we consider our
employee relations to be good.
Executive Officers of the Registrant
Philip W. Milne, age 45, has served as our President and Chief Executive Officer and as a Director of MoneyGram since June 2004. He is also the President
and Chief Executive Officer of Travelers Express Company, Inc., our principle operating subsidiary, a position he has held since 1996. Mr. Milne joined
Travelers Express Company, Inc. in 1991 and served as General Manager of the official check business from 1991 until early 1992, as Vice President,
General Manager of the Payment Systems segment from 1992 until early 1993, and as Vice President, General Manager of the Global Payment Products
group from 1993 to 1996.
David J. Parrin, age 50, has served as the Vice President, Chief Financial Officer of MoneyGram since June 2004. Mr. Parrin joined the company in June
2002 as the Vice President and Chief Financial Officer of Travelers Express Company, Inc. From 1998 to 2002, he was with the investment firm of Dain
Rauscher Corporation (now RBC Dain Rauscher Corporation), serving since 1999 as Executive Vice President and Chief Financial Officer. From 1994 to
1998, 6