MoneyGram 2009 Annual Report Download - page 143

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MONEYGRAM INTERNATIONAL, INC.
It is hereby certified that:
1. The name of the corporation (which is hereinafter referred to as the Corporation) is "MoneyGram International, Inc."
2. Clause (A) of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety,
as follows:
Article IV
(A) Authorized Stock. The total number of shares of stock that the Corporation shall have authority to issue is one billion three hundred and seven
million (1,307,000,000), consisting of (i) one billion three hundred million (1,300,000,000) shares of Common Stock, par value $0.01 per share (hereinafter
referred to as "Common Stock") and (ii) seven million (7,000,000) shares of Preferred Stock, par value $0.01 per share (hereinafter referred to as "Preferred
Stock").
3. Clauses (C) and (D) of Article VIII of the Amended and Restated Certificate of Incorporation of the Corporation are hereby amended and restated in
their entirety as follows:
Article VIII
(C) The directors shall be elected annually at each annual meeting of stockholders of the Corporation to hold office for a term expiring at the next
annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. Directors elected at the
2009 annual meeting of stockholders of the Corporation shall commence their term of office upon the effectiveness of this Amendment to the Amended and
Restated Certificate of Incorporation under the General Corporation Law of the State of Delaware (the "Effective Time") for a term expiring at the next annual
meeting of stockholders, with each such director to hold office until his or her successor shall have been duly elected and qualified.
(D) Subject to the rights of the holders of our Series B Participating Convertible Preferred Stock and Series B-1 Participating Convertible Preferred
Stock (the "Series B Stock") or any other series or class of stock, as set forth in this Amended and Restated Certificate of Incorporation, to elect additional
directors under specified circumstances, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and
newly created directorships resulting from any increase in the authorized number of directors, may be filled, unless the Board of Directors otherwise
determines, only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by the sole
remaining director, and not by stockholders. Directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such
director's successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Board of Directors shall
shorten the term of any incumbent director.
4. Article XIII is hereby added to the Amended and Restated Certificate of Incorporation of the Corporation as follows: