MoneyGram 2005 Annual Report Download - page 115

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shall remain the sole and exclusive property of the Employer that established it. The Employers shall be obligated to pay the benefits of this Plan out of their
general assets.
8.2. Corporate Obligation. Neither MGI, the Board of Directors of MGI, the Chief Executive Officer, the Human Resources Committee, the Employers nor
any of their directors, officers, agents or employees in any way secure or guarantee the payment of any benefit or amount which may become due and payable
hereunder to or with respect to any Participant. Each person entitled or claiming to be entitled at any time to any benefit hereunder shall look solely to the
assets of the Employers for such payments as unsecured general creditors. If, or to the extent that, Accounts have been paid to or with respect to a present or
former Participant and that payment purports to be the payment of a benefit hereunder, such former Participant or other person or persons, as the case may be,
shall have no further right or interest in the other assets of the Employers in connection with this Plan. No person shall be under any liability or responsibility
for failure to effect any of the objectives or purposes of this Plan by reason of the insolvency of the Employers.
SECTION 9
AMENDMENT AND TERMINATION
9.1. Amendment and Termination. The Board of Directors of MGI (based upon recommendation by the Human Resources Committee) may unilaterally
amend the Plan Statement prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by
this Plan and may likewise terminate this Plan both with regard to persons expecting to receive benefits in the future; provided, however, that the Participant's
vested accrued benefit as of the date of such amendment or termination, if any, shall not be, without the written consent of the Participant, diminished or
delayed by such amendment or termination. If there is a termination of the Plan with respect to all Participants, MGI shall have the right, in its sole discretion,
and notwithstanding any elections made by the Participant, to amend the Plan to immediately pay all benefits in a lump sum following such Plan termination,
to the extent permissible under Section 409A of the Code and related Treasury regulations and guidance.
9.2. No Oral Amendments. No modification of the terms of the Plan Statement or termination of this Plan shall be effective unless it is in writing and
approved by the Board of Directors of MGI by a person authorized to execute such writing. No oral representation concerning the interpretation or effect of
the Plan Statement shall be effective to amend the Plan Statement.
9.3. Plan Binding on Successors. MGI will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of MGI), by agreement, to expressly assume and agree to perform this Plan in the same manner and to the same
extent that MGI would be required to perform it if no such succession had taken place.
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