MoneyGram 2009 Annual Report Download - page 141

permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. The Corporation may, by
action of the Board of Directors or through the adoption of Bylaws, provide indemnification to employees and agents of the Corporation, and to persons
serving as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, at the request of the Corporation, with the same
scope and effect as the foregoing indemnification of directors and officers. The Corporation shall be required to indemnify any person seeking
indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the
Board of Directors or is a proceeding to enforce such person's claim to indemnification pursuant to the rights granted by this Certificate of Incorporation or
otherwise by the Corporation. The right to indemnification conferred in this Article X shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within
twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time;
provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by such a person in his or
her capacity as such a director or officer of the Corporation in advance of the final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article X or otherwise. Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person that provide for indemnification greater or different than that provided in this Article X.
Any amendment or repeal of this Article X shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring
prior to such amendment or repeal.
Article XI
To the fullest extent permitted by applicable law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any amendment or repeal of this Article XI shall not adversely affect any right or protection of a
director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.
Article XII
Except as may be expressly provided in this Certificate of Incorporation, the Corporation reserves the right at any time and from time to time to amend,
alter, change or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by
the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all
rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XII; provided, however, that any
amendment or repeal of Article X or Article XI of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in
respect of any act or omission occurring prior to such amendment or repeal; and provided further that no Preferred Stock Designation shall be amended after
the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the
requirements of applicable law; and provided further that paragraph (C) of Article IV shall not be amended except in accordance with the terms thereof and
the requirements of applicable law. 11