MONEYGRAM INTERNATIONAL INC
2004 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
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<DESCRIPTION>2004 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.3</B>



<P align="center" style="font-size: 10pt"><B>MONEYGRAM INTERNATIONAL, INC.<BR>
2004 OMNIBUS INCENTIVE PLAN<BR>
RESTRICTED STOCK AGREEMENT<BR>
As Amended </B><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares of Restricted Stock are hereby awarded by MoneyGram International,
Inc. (Corporation), a <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U> corporation, effective <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>,
to <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U> (Employee) in accordance with the following terms and conditions:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<B>Share Award. </B>The Corporation hereby awards the Employee <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>
Shares (Shares) of Common Stock, par value $0.01 per share (Common Stock) of
the Corporation pursuant to the MoneyGram International, Inc. 2004 Omnibus
Incentive Plan (Plan), and upon the terms and conditions, and subject to the
restrictions therein and hereinafter set forth.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<B>Restrictions on Transfer and Restriction Period. </B>During the period
commencing on the effective date hereof (Commencement Date) and terminating 3
years thereafter (Restriction Period), the Shares may not be sold, assigned,
transferred, pledged, or otherwise encumbered by the Employee, except as
hereinafter provided. The Restriction Period shall lapse and full ownership of
Shares will vest at the end of the Restriction Period, subject to forfeiture
pursuant to paragraph 3.

<P align="left" style="font-size: 10pt">The Board of Directors (Board) shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall lapse with
respect to any Shares, prior to the expiration of the Restriction Period with
respect thereto, or to remove any or all of such restrictions, whenever the
Board may determine that such action is appropriate by reason of change in
applicable tax or other law, or other change in circumstances.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<B>Forfeiture and Repayment Provisions.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B>Termination of Employment. </B>Except as provided in this paragraph 3 and
in paragraph 8 below or as otherwise may be determined by the Board, if the
Employee ceases to be an Employee of the Corporation or any of its Affiliates
(as defined in the Plan) for any reason, all Shares which at the time of such
termination of employment are subject to the restrictions imposed by paragraph
2 above shall upon such termination of employment be forfeited and returned to
the Corporation. Except as otherwise specifically determined by the Human
Resources Committee in its absolute discretion on a case by case basis, if the
Employee is terminated by the Corporation or any of its Affiliates for any
reason (other than for Cause, as defined in the Plan, or for failure to meet
performance expectations, as determined by the Chief Executive Officer of the
Corporation), or if the Employee ceases to be an employee of the Corporation or
any of its Affiliates by reason of death or total or partial disability, full
ownership of the Shares will occur to the extent not previously earned, upon
lapse of the Restriction Period as set forth in paragraph 2. If the Employee
ceases to be an employee of the Corporation or any of its Affiliates by reason
of normal or early retirement, full ownership of the Shares will occur upon
lapse of the Restriction Period as set forth in paragraph 2 and dividends will
be paid through such period, in each case on a pro-rata basis, calculated based
on the percentage of time such Employee was employed by the Corporation or any
of its Affiliates from the Commencement Date through the date the Employee
ceases to be an employee of the Corporation or any of its Affiliates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<B>Non-Compete. </B>Unless a Change of Control (as defined in the Plan)
shall have occurred after the date hereof:


<P align="center" style="font-size: 10pt">(RS)1
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;In order to better protect the goodwill of the Corporation and its
Affiliates and to prevent the disclosure of the Corporation&#146;s or its
Affiliates&#146; trade secrets and confidential information and thereby help insure
the long-term success of the business, Employee, without prior written consent
of the Corporation, will not engage in any activity or provide any services,
whether as a director, manager, supervisor, employee, adviser, agent,
consultant, owner of more than five (5)&nbsp;percent of any enterprise or otherwise,
for a period of two (2)&nbsp;years following the date of Employee&#146;s termination of
employment with the Corporation or any of its Affiliates, in connection with
the manufacture, development, advertising, promotion, design, or sale of any
service or product which is the same as or similar to or competitive with any
services or products of the Corporation or its Affiliates (including both
existing services or products as well as services or products known to the
Employee, as a consequence of Employee&#146;s employment with the Corporation or one
of its Affiliates, to be in development):


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;with respect to which Employee&#146;s work has been directly concerned at
any time during the two (2)&nbsp;years preceding termination of employment with the
Corporation or one of its Affiliates, or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;with respect to which during that period of time Employee, as a
consequence of Employee&#146;s job performance and duties, acquired knowledge of
trade secrets or other confidential information of the Corporation or its
Affiliates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;For purposes of the provisions of paragraph 3(b), it shall be
conclusively presumed that Employee has knowledge of information he or she was
directly exposed to through actual receipt or review of memos or documents
containing such information, or through actual attendance at meetings at which
such information was discussed or disclosed.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;All Shares subject to the restrictions imposed by paragraph 2 above
shall be forfeited and returned to the Corporation, if Employee engages in any
conduct agreed to be avoided pursuant to the provisions of paragraph 3(b) at
any time within two (2)&nbsp;years following the date of Employee&#146;s termination of
employment with the Corporation or any of its Affiliates.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;If, at any time within two (2)&nbsp;years following the date of Employee&#146;s
termination of employment with the Corporation or any of its Affiliates,
Employee engages in any conduct agreed to be avoided pursuant to the provisions
of paragraph 3(b), then all consideration (without regard to tax effects)
received directly or indirectly by Employee from the sale or other disposition
of all Shares which vest during the two (2)&nbsp;year period prior to Employee&#146;s
termination from employment shall be paid by Employee to the Corporation, or
such Shares shall be returned to the Corporation. Employee consents to the
deduction from any amounts the Corporation or any of its Affiliates owes to
Employee to the extent of the amounts Employee owes the Corporation hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<B>Misconduct. </B>Unless a Change of Control shall have occurred after the
date hereof:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;All consideration (without regard to tax effects) received directly or
indirectly by Employee from the sale or other disposition of the Shares shall
be paid by Employee to the Corporation or such Shares shall be returned to the
Corporation, if the Corporation reasonably determines that during Employee&#146;s
employment with the Corporation or any of its Affiliates:


<P align="center" style="font-size: 10pt">(RS)2
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Employee knowingly participated in misconduct that causes a
misstatement of the financial statements of MoneyGram International, Inc. or
any of its Affiliates or misconduct which represents a material violation of
any code of ethics of the Corporation applicable to Employee or of the
<U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U> compliance program or similar program of the Corporation; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Employee was aware of and failed to report, as required by any code of
ethics of the Corporation applicable to Employee or by the <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>
compliance program or similar program of the Corporation, misconduct that
causes a misstatement of the financial statements of MoneyGram International,
Inc. or any of its Affiliates or misconduct which represents a material knowing
violation of any code of ethics of the Corporation applicable to Employee or of
the <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U> compliance program or similar program of the
Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Employee consents to the deduction from any amounts the Corporation
or any of its Affiliates owes to Employee to the extent of the amounts Employee
owes the Corporation under this paragraph 3(c).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Acts Contrary to Corporation. </B>Unless a Change of Control shall have
occurred after the date hereof, if the Corporation reasonably determines that
at any time within two (2)&nbsp;years after the lapse of the Restriction Period
Employee has acted significantly contrary to the best interests of the
Corporation, including, but not limited to, any direct or indirect intentional
disparagement of the Corporation, then all consideration (without regard to tax
effects) received directly or indirectly by Employee from the sale or other
disposition of all Shares which vest during the two (2)&nbsp;year period prior to
the Corporation&#146;s determination shall be paid by Employee to the Corporation,
or such Shares shall be returned to the Corporation. Employee consents to the
deduction from any amounts the Corporation or any of its Affiliates owes to
Employee to the extent of the amounts Employee owes the Corporation under this
paragraph 3(d).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Corporation&#146;s reasonable determination required under Sections
3(c)(i) and 3(d) shall be made by the Human Resources Committee of the
Corporation&#146;s Board of Directors, in the case of executive officers of the
Corporation, and by the Chief Executive Officer and Corporate Compliance
Officer of the Corporation, in the case of all other officers and employees.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<B>Certificates for the Shares. </B>The Corporation shall issue a
certificate in respect of the Shares in the name of the Employee, the number of
Shares of which shall equal the amount of the award specified herein, and shall
hold such certificate on deposit for the account of the Employee until the
expiration of the restrictions set forth in paragraph 2 above with respect to
the Shares represented thereby. The certificate shall bear the following
legend:


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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The transferability of this certificate and the Shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the MoneyGram
International, Inc. 2004 Omnibus Incentive Plan and an
Agreement entered into between the registered owner and
MoneyGram International, Inc.. Copies of such Plan and
Agreement are on file with the Vice President-General Counsel
of MoneyGram International, Inc., 1550 Utica Avenue South,
Minneapolis, MN 55416.</TD>
</TR>

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<P align="center" style="font-size: 10pt">(RS)3
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Employee further agrees that simultaneously with his or her acceptance
of this Agreement, he or she shall execute a stock power covering such award
endorsed in blank and that he or she shall promptly deliver such stock power to
the Corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<B>Employee&#146;s Rights. </B>Except as otherwise provided herein, the Employee,
as owner of the Shares, shall have all rights of a shareholder, including, but
not limited to, the right to receive all dividends paid on the Shares and the
right to vote the Shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<B>Expiration of Restriction Period. </B>Upon the lapse or expiration of the
Restriction Period with respect to any Shares, the Corporation shall redeliver
to the Employee the certificate in respect of such Shares (reduced
appropriately in number in the event of early or normal retirement) and the
related stock power held by the Corporation pursuant to paragraph 4 above. The
Shares as to which the Restriction Period shall have lapsed or expired and
which are represented by such certificate shall be free of the restrictions
referred to in paragraph 2 above and such certificate shall not bear thereafter
the legend provided for in paragraph 4 above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent permissible under applicable tax, securities, and other
laws, the Corporation may, in its sole discretion, permit Employee to satisfy a
tax withholding requirement by directing the Corporation to apply Shares to
which Employee is entitled as a result of termination of the Restricted Period
with respect to any Shares of Restricted Stock, in such manner as the
Corporation shall choose in its discretion to satisfy such requirement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<B>Adjustments for Changes in Capitalization of Corporation. </B>In the
event of a change in the Common Stock through stock dividends, stock splits,
recapitalization or other changes in the corporate structure of the Corporation
during the Restriction Period, the number of Shares of Common Stock subject to
restrictions as set forth herein shall be appropriately adjusted and the
determination of the Board of Directors of the Corporation as to any such
adjustments shall be final, conclusive and binding upon the Employee. Any
Shares of Common Stock or other securities received, as a result of the
foregoing, by the Employee with respect to Shares subject to the restrictions
contained in paragraph 2 above also shall be subject to such restrictions and
the certificate(s) or other instruments representing or evidencing such Shares
or securities shall be legended and deposited with the Corporation, along with
an executed stock power, in the manner provided in paragraph 4 above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<B>Effect of Change in Control. </B>In the event of a Change in Control (as
defined in the Plan), the restrictions applicable to any Shares awarded hereby
shall lapse, and such Shares shall be free of all restrictions and become fully
vested and transferable to the full extent of the original grant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<B>Plan and Plan Interpretations as Controlling. </B>The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling. The
Plan provides that the Corporation&#146;s Board of Directors may from time to time
make changes therein, interpret it and establish regulations for the
administration thereof. The Employee, by acceptance of this Agreement, agrees
to be bound by said Plan and such Board actions.


<P align="center" style="font-size: 10pt">(RS)4
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<P align="left" style="font-size: 10pt">Shares may not be issued hereunder, or redelivered, whenever such issuance or
redelivery would be contrary to law or the regulations of any governmental
authority having jurisdiction.

<P align="left" style="font-size: 10pt">IN WITNESS WHEREOF, the parties have caused this Restricted Stock Agreement to
be duly executed.



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    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">Dated:
<DIV style="margin-left:35px"><HR size="1" noshade width="20%" align="left"></DIV></TD>
    <TD colspan="3">MONEYGRAM INTERNATIONAL, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2">&nbsp;<Hr size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">PHILIP MILNE&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">President and<BR>

Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">ATTEST:


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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="left" size="1" noshade width="35%">
Vice President - General Counsel</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">or Assistant Secretary</DIV></TD>
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<!-- link2 "This Restricted Stock Agreement shall be effective only upon execution by Employee and delivery to and receipt by the Corporation." -->

<P align="left" style="font-size: 10pt"><B>This Restricted Stock Agreement shall be effective only upon execution by
Employee and delivery to and receipt by the Corporation.</B>


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    <TD width="15%">&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ACCEPTED:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employee</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
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<P align="center" style="font-size: 10pt">(RS)5
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