<p>FOOTNOTES<br />
1. This statement is being filed by The Goldman Sachs Group, Inc.<br />
("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI<br />
Advisors, L.L.C. ("GSCP Advisors"), GS Capital Partners VI Fund,<br />
L.P. ("GS Capital"), GS Advisors VI, L.L.C. ("GS Advisors"),<br />
GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS<br />
Capital Partners VI Offshore Fund, L.P. ("GS Offshore"),<br />
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital<br />
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners<br />
VI GmbH & Co. KG ("GS Germany"), GSMP V Onshore US, Ltd. ("GSMP<br />
Onshore"), GS Mezzanine Partners V Onshore Fund, L.P. ("GS<br />
Mezzanine Onshore"), GS Mezzanine Partners V Onshore Fund,<br />
L.L.C. ("GS Mezzanine Onshore GP"), GSMP V Institutional US,<br />
Ltd. ("GSMP Institutional"), GS Mezzanine Partners V<br />
Institutional Fund, L.P. ("GS Mezzanine Institutional"), GS<br />
Mezzanine Partners V Institutional Fund, L.L.C. ("GS Mezzanine<br />
Institutional GP"), GSMP V Offshore US, Ltd. ("GSMP Offshore"),<br />
GS Mezzanine Partners V Offshore Fund, L.P. ("GS Mezzanine<br />
Offshore"),  GS Mezzanine Partners V Offshore Fund, L.L.C. ("GS<br />
Mezzanine Offshore GP") , Broad Street Principal Investments<br />
L.L.C ("BSPI" and, together with the foregoing entities,<br />
the "Reporting Persons").<br />
GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore,<br />
GSMP Institutional, and GSMP Offshore are referred to herein as<br />
the "GS Investors".  Goldman Sachs is a wholly-owned subsidiary<br />
of GS Group. Goldman Sachs also serves as the manager and the<br />
investment manager of certain of the Reporting Persons other<br />
than GS Group. Neither the present filing nor anything contained<br />
herein shall be construed as an admission that any Reporting<br />
Person constitutes a "person" for any purpose other than for<br />
compliance with Section 13(d) of the Securities Exchange Act of<br />
1934, as amended (the "Exchange Act").  Due to the electronic<br />
system's limitation of 10 Reporting Persons per joint filing,<br />
this statement is being filed in duplicate.<br />
2. In accordance with the Amended and Restated Certificate of<br />
Designations, Preferences and Rights of the Series D<br />
Participating Convertible Preferred Stock (the "Series D<br />
Preferred Stock"), the Series D Preferred Stock is convertible<br />
into shares of common stock ("Common Stock") of MoneyGram<br />
International, Inc. (the "Company") by a holder (other than the<br />
Reporting Persons and their affiliates) who receives such shares<br />
by means of (i) a widespread public distribution, (ii) a<br />
transfer to an underwriter for the purpose of conducting a<br />
widespread public distribution, (iii) a transfer in which no<br />
transferee (or group of associated transferees) would receive 2%<br />
or more of any class of voting securities of the Company, or<br />
(iv) a transfer to a transferee that would control more than 50%<br />
of the voting securities of the Company without any transfer<br />
from such transferor or its affiliates, as applicable (each of<br />
(i) - (iv), a "Widely Dispersed Offering").  The number of<br />
shares of Common Stock to be issued upon conversion shall be<br />
determined by multiplying each share of Series D Preferred Stock<br />
by 125. The Series D Preferred Stock is non-voting while held by<br />
the GS Investors or their affiliates, and while held by any<br />
holder who receives such shares by means other than a Widely<br />
Dispersed Offering.<br />
3.Sold pursuant to Rule 144 of the Securities Act of 1933, as<br />
amended.</p>