SUBSCRIPTION AGREEMENT

Exhibit 10.4

EXECUTION VERSION

SUBSCRIPTION AGREEMENT

          THIS SUBSCRIPTION AGREEMENT (this “ Agreement ”) is made as of March 25, 2008 by and between MoneyGram International, Inc., a Delaware corporation (the “ Company ”) and The Goldman Sachs Group, Inc., a Delaware corporation (the “ Subscriber ”). Capitalized terms used but not defined herein have the respective meanings set forth in the Purchase Agreement (as defined below).

          WHEREAS, the Company is a party to that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008 by which the Investors party thereto are purchasing Preferred Shares from the Company (the “ Purchase Agreement ”).

          WHEREAS, Thomas H. Lee Equity Fund VI, L.P. and GS Capital Partners VI Fund, L.P. (collectively, the “ Investor Parties ”) engaged, pursuant to that certain engagement letter by and among Goldman, Sachs & Co. (the “ Advisor ”) and the Investor Parties, dated March 25, 2008 (the “ Engagement Letter ”), the Advisor as a financial advisor in connection with the possible acquisition of all or a portion of the Company.

          WHEREAS, the Investor Parties have requested that the Company pay in full the fee payable to the Advisor by such parties pursuant to the Engagement Letter through the issuance of 7,500 shares of Series B-1 Preferred Stock to the Advisor (the “ Company Stock ”).

          WHEREAS, the Advisor has directed that the Company issue the Company Stock to the Subscriber.

          WHEREAS, the Company and the Subscriber desire to enter into an agreement pursuant to which the Company will issue to the Subscriber the Company Stock.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

          1. Issuance of Company Stock . At the Closing, the Company will issue to the Subscriber the Company Stock and the Subscriber shall become a party to the Registration Rights Agreement to be entered into by and among the Company and the Investors dated as of the Closing Date.

          2. Representations and Warranties of the Subscriber . The Subscriber represents and warrants to the Company as follows:

          (a) Organization and Authority . The Subscriber is a partnership, limited liability company or corporation, as applicable, duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite partnership, company or corporate, as applicable, power and authority to carry on its business as presently conducted. The Subscriber is duly qualified or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing

necessary, other than where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Subscriber.

          (b) Authorization .

          (i) The Subscriber has the partnership, company or corporate, as applicable, power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Subscriber and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Subscriber and no further approval or authorization by the Subscriber is required. This Agreement and the Registration Rights Agreement are valid and binding obligations of the Subscriber enforceable against the Subscriber in accordance with their respective terms.

          (ii) Neither the execution, delivery and performance by the Subscriber of this Agreement and the Registration Rights Agreement, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Subscriber with any of the provisions thereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Subscriber under any of the material terms, conditions or provisions of (1) its certificate of limited partnership, partnership agreement, limited liability company agreement, certificate of incorporation or bylaws, as applicable, or (2) any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Subscriber is a party or by which it may be bound, or to which the Subscriber or any of the properties or assets of the Subscriber may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, materially violate any statute, rule or regulation or, to the knowledge of the Subscriber, any judgment, ruling, order, writ, injunction or decree applicable to the Subscriber or any of its properties or assets, except in the case of clauses (A)(2) and (B) for such violations, conflicts and breaches as would not reasonably be expected to have a Material Adverse Effect on the Subscriber.

          (iii) Other than such consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Subscriber, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity or any other person (nor expiration nor termination of any statutory waiting periods) is necessary for the consummation by the Subscriber of the transactions contemplated by this Agreement and the Registration Rights Agreement.

          (c) Acquisition for Investment . The Subscriber acknowledges that the Company Stock has not been registered under the Securities Act and the rules and regulations thereunder or under any state securities Laws and that there is no public or other market for the Company Stock. The Subscriber (i) is acquiring the Company Stock for its own account pursuant to an exemption from registration under the Securities Act solely for investment and not with a view to distribution in violation of the securities Laws, (ii) will not sell or otherwise dispose of any of the Company Stock, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Company Stock and of making an informed investment decision and (iv) is an Accredited Investor (as that term is defined by Rule 501 of the Securities Act).

          3. Representations and Warranties of the Company . Except as Previo