MoneyGram 2005 Annual Report Download - page 121

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11.2. Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such
Participant shall have no authority with respect to any matter specially affecting such Participant's individual interest hereunder or the interest of a person
superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and
Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant
shall act only in such Participant's individual capacity in connection with any such matter.
11.3. Service of Process. In the absence of any designation to the contrary by the Chief Executive Officer, the Secretary of MGI is designated as the
appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.
SECTION 12
CONSTRUCTION
12.1. ERISA Status. This Plan is adopted with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(3) and section 401(a)(1) of
ERISA. Each provision shall be interpreted and administered accordingly.
12.2. IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not
apply to this Plan. The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this Plan.
12.3. Effect on Other Plans. This Plan shall not alter, enlarge or diminish any person's employment rights or obligations or rights or obligations under any
other qualified or nonqualified plan. It is specifically contemplated that this Plan will, from time to time, be amended and possibly terminated.
12.4. Disqualification. Notwithstanding any other provision of the Plan Statement or any election or designation made under this Plan, any individual who
feloniously and intentionally kills a Participant shall be deemed for all purposes of this Plan and all elections and designations made under this Plan to have
died before such Participant. A final judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction
of felonious and intentional killing, MGI shall determine whether the killing was felonious and intentional for this purpose.
12.5. Rules of Document Construction.
(a) An individual shall be considered to have attained a given age on such individual's birthday for that age (and not on the day before). Individuals
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