MoneyGram 2009 Annual Report Download - page 144

Article XIII
(A) At any time the investors that are party to the Purchase Agreement (as defined below) or their respective affiliates (collectively, the "Investors")
have the right pursuant to Section 4.1(b) of the Purchase Agreement to appoint individuals to be nominated for election to the Board of Directors ("Board
Representatives") to serve as directors of the Corporation, affiliates of Goldman, Sachs & Co. ("Goldman Sachs") (or its permitted successors or assigns) shall
have the right to designate one (1) Board Representative (the "GS Board Representative"), which such Board Representative, if elected as a director, shall
have one (1) vote, and affiliates of Thomas H. Lee Partners, L.P. ("THL") (or its permitted successors or assigns) shall have the right to designate two (2) to
four (4) Board Representatives (the "THL Board Representatives"), which THL Board Representatives, if elected as directors, together shall be authorized to
vote (with each THL Board Representative having equal votes) on all matters occasioning action by the Board of Directors a total number of votes equal to
(x) the number of directors that the Investors would be entitled to designate pursuant to Section 4.1(b) of the Purchase Agreement in order to have
Proportional Representation (as defined below) on the Board of Directors in the absence of this Article XIII, minus (y) the one (1) vote of the GS Board
Representative. Each director other than the THL Board Representatives shall have one (1) vote. For the purposes of this Amended and Restated Certificate of
Incorporation, "Proportional Representation" shall mean the number of Board Representatives (rounded to the nearest whole number) that the Investors
would need to appoint (in the absence of this Article XIII) in order for the number of Board Representatives appointed by the Investors as compared to the
number of directors constituting the entire Board of Directors to be proportionate to the Investors' common stock ownership, calculated on a fully-converted
basis (assuming all shares of Series B Stock are converted into common stock). For the purposes of this Amended and Restated Certificate of Incorporation,
the "Purchase Agreement" shall mean that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, between the Corporation and the
purchasers named therein, including all schedules and exhibits thereto, as the same may be amended from time to time.
(B) At any time the right of the Investors to appoint Board Representatives pursuant to this Article XIII is in effect, all references in this Amended and
Restated Certificate of Incorporation, the Bylaws of the Corporation and any other charter document of the Corporation, each as may be amended from time
to time, to "a majority of the directors," "a majority of the remaining directors," "a majority of the Whole Board," "a majority of the total number of directors
that the Corporation would have if there were no vacancies" and similar phrases shall give effect to the proportional voting provisions of this Article XIII such
that the references to a "majority" shall mean a "majority of the votes of the directors.
5. The amendments of the Amended and Restated Certificate of Incorporation herein certified have been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said MoneyGram International, Inc. has caused this Certificate of Amendment of Amended and Restated Certificate of
Incorporation to be signed by its Executive Vice President, General Counsel and Secretary this 12th day of May, 2009.
MONEYGRAM INTERNATIONAL, INC.
By /s/ Teresa H. Johnson
Teresa H. Johnson
Executive Vice President, General Counsel
and Secretary
2