VIAD CORP
EX-10.G
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<FILENAME>p67520exv10wg.txt
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                                                                    EXHIBIT 10.G

                                    VIAD CORP
                           DEFERRED COMPENSATION PLAN
                  AMENDED AND RESTATED AS OF NOVEMBER 21, 2002


1.    PURPOSE OF THE PLAN.

      The purpose of the Deferred Compensation Plan (the Plan) is to provide a
select group of management or highly compensated employees of Viad Corp (the
Corporation) and its subsidiaries with an opportunity to defer the receipt of
incentive compensation awarded to them under the Management Incentive Plan, the
Performance Unit Incentive Plan and certain other incentive plans of Viad Corp
and its subsidiaries (the Incentive Plans) and thereby enhance the long-range
benefits and purposes of the incentive awards. Each plan year shall extend from
January 1 through December 31 of each calendar year.

2.    ADMINISTRATION OF THE PLAN.

      The Plan shall be administered by the Compensation Advisory Committee (the
Committee). Subject to the express provisions of the Plan, and the Incentive
Plans, the Committee shall have the authority to adopt, amend and rescind such
rules and regulations, and to make such determinations and interpretations
relating to the Plan, which it deems necessary or advisable for the
administration of the Plan, but it shall not have the power to amend, suspend or
terminate the Plan. All such rules, regulations, determinations and
interpretations shall be conclusive and binding on all parties.

3.    PARTICIPATION IN THE PLAN.

      (a)   Participation in the Plan shall be restricted to a select group of
management or highly compensated employees of the Corporation or one of its
subsidiaries who are participants in certain Incentive Plans, including the
Management Incentive Plan, Viad Corp Performance Unit Incentive Plan, and any
other bonus or bonuses or similar or successor plans, who have been selected in
writing by the Chief Executive Officer of the Corporation to participate in the
Plan, and whose timely written requests to defer the receipt of all or a portion
of any incentive compensation which may be awarded to them, are honored in whole
or in part by the Committee. Any individual whose request for deferral is not
accepted or honored by the Committee, whether for failure of timely submission
or for any other reason, shall not become a participant in the Plan, and the
Committee's determination in this regard shall be conclusive and binding.

      (b)   Participants may defer incentive compensation into a cash account
and, if designated by the Committee, into a stock unit account.
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      (c)   If a participant in the Plan shall 1) sever, voluntarily or
involuntarily, his employment with the Corporation or one of its subsidiaries
other than as a result of disability or retirement, 2) engage in any activity in
competition with the Corporation or any of its subsidiaries during or following
such employment, or 3) remain in the employ of a corporation which for any
reason ceases to be a subsidiary of the Corporation, the Committee may at any
time thereafter direct, in its sole and exclusive discretion, that his
participation in the Plan shall terminate, and that he be paid in a lump sum the
aggregate amount credited to his deferred incentive cash account as of the date
such participation is terminated and that he be paid shares of the Corporation's
Common Stock equal to the aggregate number of stock units credited to his
deferred stock unit account as of the date such participation is terminated
(with any fractional unit being settled by cash payment). The Committee is
authorized to establish and implement a policy and procedures for administration
of this paragraph, including, but not limited to, a policy regarding small
account balance cash-outs.

      (d)   The Corporation and each participating subsidiary shall be solely
liable for payment of any benefits and, except as may be otherwise determined by
the Committee, for maintenance of deferred incentive accounts pursuant to
paragraph 7, with respect to its own employees who participate in the Plan. In
the event a participant leaves the employ of the Corporation or a participating
subsidiary ("former employer") and is subsequently employed by another employer,
the Corporation or another subsidiary of the Corporation ("new employer"), the
former employer may agree to transfer and the new employer may agree to assume
the benefit liability reflected in such participant's deferred incentive
account, without the consent of such participant and subject to the approval of
the Committee, in its sole discretion. In the event of such a transfer and
assumption of liability, the former employer shall have no further liability for
any benefit under the Plan to its former employee or otherwise with respect to
such transferred account.

4.    REQUESTS FOR DEFERRAL.

      All requests for deferral of incentive awards must be made in writing
prior to November 15 of the year in which the bonus is being earned and shall be
in such form and shall contain such terms and conditions as the Committee may
determine. Each such request shall specify the dollar amount or the percentage
to be deferred of incentive award which would otherwise be received in the
following calendar year, but the deferral amount must be in an amount equal to
or greater than the lesser of $10,000 or 25% of the incentive award. Each such
request shall also specify 1) the date (no later than the employee's actual
retirement date) when payment of the aggregate amount credited to the deferred
incentive account is to commence, 2) whether such payment is then to be made in
a lump sum or in quarterly or annual installments, 3) if payment is to be made
in installments, the period of time (not in excess of ten years) over which the
installments are to be paid, and 4) if the participant is permitted to defer
incentive compensation into a stock unit account, the portion of the

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deferred incentive compensation which shall be treated as a cash account under
paragraph 7(b) and the portion which shall be treated as a stock unit account
under paragraph 7(c). If the participant has requested that a portion of the
deferred incentive compensation be placed in a stock unit account, such request
shall also include acknowledgment that such stock unit account will be settled
in Common Stock of the Corporation, and that such stock unit account cannot be
converted to a cash account in the future. The Committee shall, under no
circumstances, accept any request for deferral of less than $1,000 of an
incentive award or any request which is not in writing or which is not timely
submitted.

5.    DEFERRAL AND PAYMENT OF INCENTIVE AWARDS.

      The Committee shall, prior to December 15 of the year in which the bonus
is being earned, notify each individual who has submitted a request for deferral
of an incentive award whether or not such request has been accepted and honored.
If the request has been honored in whole or in part, the Committee shall advise
the participant of the dollar amount or percentage of his incentive compensation
which the Committee has determined to be deferred. The Committee shall further
advise the participant of its determination as to the date when payment of the
aggregate amount credited to the participant's deferred incentive account is to
commence, whether payment of the amount so credited as of that date will then be
made in a lump sum or in quarterly or annual installments, if payment is to be
made in installments, the period of time over which the installments will be
paid, and if the participant is permitted to defer incentive compensation into a
stock unit account, whether the deferred incentive account shall be treated as a
cash account or a stock unit account or split between cash and stock units. Upon
subsequently being advised of the existence of special circumstances which are
beyond the participant's control and which impose an unforeseen severe financial
hardship on the participant or his beneficiary, the Committee may, in its sole
and exclusive discretion, modify the deferral arrangement established for that
participant to the extent necessary to remedy such financial hardship.

      If the participant has elected to defer incentive compensation in the form
of cash, the Corporation shall distribute a sum in cash to such participant,
pursuant to his or her election provided for in paragraph 4. If the participant
has elected to defer incentive compensation in the form of stock units, the
Corporation shall distribute to such participant, pursuant to his or her
election provided for in paragraph 4, shares of Common Stock of the Corporation
equal to the number of stock units being settled in such installment (with any
fractional unit being settled by cash payment).

6.    CONVERSION OF CASH ACCOUNT BALANCE.

      Each participant who is permitted to defer incentive compensation into a
stock unit account may, not more than once a year or such other period as is
determined by the Committee, by written notice delivered to the Committee,
convert the aggregate

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balance or any portion thereof in his or her deferred compensation cash account
(either before or after installment payments from the account may have
commenced) from an account in the form of cash to an account in the form of
stock units in an amount equal to the cash balance or specified portion thereof
divided by the closing price of the Common Stock of the Corporation (as reported
for the New York Stock Exchange-Composite Transactions) on the last trading day
of the quarter in which such notice is given, said account to then accrue
dividend equivalents as set forth in paragraph 7(c) below; provided however,
that no such notice of conversion ("Conversion Notice") (a) may be given within
six months following the date of an election by such participant, if an
Executive Officer of the Corporation, with respect to any plan of the
Corporation, that effected a Discretionary Transaction (as defined in Rule
16b-3(f) under the Securities Exchange Act of 1934) that was a disposition or
(b) may be given after an individual ceases to be an employee of the
Corporation. The stock unit account will be settled in Common Stock of the
Corporation and such stock unit account cannot be converted to a cash account in
the future.

7.    DEFERRED INCENTIVE ACCOUNT.

      (a)   A deferred incentive account shall be maintained by his employer for
each participant in the Plan, and there shall be credited to each participant's
account, on the date incentive compensation is paid, the incentive award, or
portion thereof, which would have been paid to such participant on said date if
the receipt thereof had not been deferred. If the account is to be a stock unit
account, the incentive compensation award shall be converted into stock units by
dividing the closing price of the Corporation=s Common Stock (as reported for
the New York Stock Exchange Composite Transactions) on the day such incentive
award is payable into such incentive award.

      (b)   If the participant has elected to defer incentive compensation in
the form of cash, there shall be credited on the last day of the quarter to each
participant's account, an interest credit on his deferred incentive award at the
interest rates determined by the Committee to be payable during each calendar
year, or portion thereof, prior to the termination of such participant's
deferral period or, if the amount then credited to his deferred incentive
account is to be paid in installments, prior to the termination of such
installment period. Interest will be paid on a prorated basis for amounts
withdrawn from the account during the quarter, with the remaining balance
accruing interest for the duration of the quarter. The interest credit for the
following quarter shall be a rate equal to the yield as of March 31, June 30,
September 30, and December 31 on Merrill Lynch Taxable Bond Index - Long Term
Medium Quality (A3) Industrial Bonds, unless and until otherwise determined.

      (c)   If a participant has elected to defer incentive compensation in the
form of stock units, then, in the event of a dividend paid in cash, stock of the
Corporation (other than Common Stock) or property, additional credits (dividend
equivalents) shall be

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made to the participant's stock unit account consisting of a number of stock
units equal to the amount of such dividend per share (or the fair market value,
on the date of payment, of dividends paid in stock or property), multiplied by
the aggregate number of stock units credited to such participant's deferred
compensation account on the record date for the payment of such dividend,
divided by the last closing price of the Corporation's Common Stock (as reported
for the New York State Exchange-Composite transactions) prior to the date such
dividend is payable to stockholders. After payment of deferred compensation
commences, dividend equivalents shall accrue on the unpaid balance thereof in
the same manner until all such deferred compensation has been paid.

      (d)   In the event of a dividend of Common Stock declared and paid by the
Corporation, an additional credit shall be made to the participant's stock unit
account of a number of stock units equal to the number of shares of the
Corporation's Common Stock which the participant would have received as a stock
dividend had he or she been the owner on the record date for the payment of such
stock dividend of the number of shares of Common Stock equal to the number of
units in such stock unit account on such date. After payment of deferred
compensation commences, additional credits for stock dividends shall accrue on
the unpaid balance thereof in the same manner until all such deferred
compensation has been paid.

      (e)   The Plan shall at all times be unfunded. The Corporation shall not
be required to segregate physically any amounts of money or otherwise provide
funding or security for any amounts credited to the deferred incentive accounts
of participants in the Plan.

8.    CHANGE OF CONTROL OR CHANGE IN CAPITALIZATION.

      (a)   If a tender offer or exchange offer for shares of Common Stock of
the Corporation (other than such an offer by the Corporation) is commenced, or
if the stockholders of the Corporation shall approve an agreement providing
either for a transaction in which the Corporation will cease to be an
independent publicly owned corporation or for a sale or other disposition of all
or substantially all the assets of the Corporation (Change of Control), a lump
sum cash payment shall be made to each participant participating in the Plan of
the aggregate current balance of his or her deferred compensation cash account
accrued on the date of the Change of Control, notwithstanding any other
provision herein. If the participant has elected to defer compensation in the
form of stock units, the Corporation shall distribute to such participant shares
of Common Stock of the Corporation equal to the number of stock units in such
participant's stock unit account on the day preceding the date of the Change of
Control (with any fractional unit being settled by cash payment). Any notice by
a participant to change or terminate his or her election to defer Compensation
on or before the date of the Change of Control shall be effective as of the date
of the Change of Control, notwithstanding any other provision herein.

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      (b)   Any recapitalization, reclassification, split-up, spin-off, sale of
assets, combination or merger not otherwise provided for herein which affects
the outstanding shares of Common Stock of the Corporation or any other relevant
change in the capitalization of the Corporation shall be appropriately adjusted
for by the Board of Directors of this Corporation, and any such adjustments
shall be final, conclusive and binding.

9.    DESIGNATION OF BENEFICIARY.

      Each participant in the Plan shall deliver to the Committee a written
instrument, in the form provided by the Committee, designating one or more
beneficiaries to whom payment of the amount credited to his deferred incentive
account shall be made in the event of his death. Unless the Committee shall
otherwise determine, such payments shall be made in such amounts and at such
times as they would otherwise have been paid to the participant if he had
survived.

10.   NONASSIGNABILITY OF PARTICIPATION RIGHTS.

      No right, interest or benefit under the Plan shall be assignable or
transferable under any circumstances other than to a participant's designated
beneficiary in the event of his death, nor shall any such right, interest or
benefit be subject to or liable for any debt, obligation, liability or default
of any participant. The payments, benefits or rights arising by reason of this
Plan shall not in any way be subject to a participant's debts, contracts or
engagements, and shall not be subject to attachment, garnishment, levy,
execution or other legal or equitable process.

11.   RIGHTS OF PARTICIPANTS.

      A participant in the Plan shall have only those rights, interests or
benefits as are expressly provided in the Plan and in the Incentive Plans. The
Plan shall be deemed to be ancillary to the Incentive Plans and the rights of
participants in the Plan shall be limited as provided in the Incentive Plans.

12.   CLAIMS FOR BENEFITS.

      Claims for benefits under the Plan shall be filed with the Committee.
Written notice of the disposition of a claim shall be furnished the claimant
within 60 days after the application therefor is filed. In the event the claim
is denied, the reasons for the denial shall be specifically set forth. Pertinent
provisions of this Plan shall be cited. In addition, the written notice shall
describe any additional material or information necessary for the claimant to
perfect the claim (along with an explanation of why such material or information
is needed), and the written notice will fully describe the claim review
procedures of paragraph 13 below.

13.   CLAIM REVIEW.

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      Any claimant who has been denied a benefit shall be entitled, upon request
to the Committee, to receive a written notice of such action, together with a
full and clear statement of the reasons for the action. The claimant may also
review this Plan if he chooses. If the claimant wishes further consideration of
his position, he may request a hearing. The request, together with a written
statement of the claimant's position, shall be filed with a Committee member no
later than 60 days after receipt of the written notification provided for above.
The Committee shall schedule an opportunity for a full and fair hearing of the
issue within the next 60 days. The decision following the hearing shall be made
within 60 days and shall be communicated in writing to the claimant. If the
claimant requests, the hearing may be waived, in which case the Committee's
decision shall be made within 60 days from the date on which the hearing is
waived and shall be communicated in writing to the claimant.

14.   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.

      The Board of Directors of the Corporation (the Board) may from time to
time amend, suspend or terminate the Plan, in whole or in part, and if the Plan
is suspended or terminated, the Board may reinstate any or all provisions of the
Plan, except that no amendment, suspension or termination of the Plan shall,
without the consent of a participant, adversely affect such participant's right
to receive payment of the entire amount credited to his deferred incentive
account on the date of such Board action. In the event the Plan is suspended or
terminated, the Board may, in its discretion, direct the Committee to pay to
each participant the amount credited to his account either in a lump sum or in
accordance with the Committee's prior determination regarding the method of
payment.

15.   EFFECTIVE DATE.

     The Plan shall become effective on the date of its approval by the Human
Resources Committee of the Viad Corp Board of Directors or on such other date as
the Human Resources Committee may direct, but the Plan shall become operative
with respect to a select group of management or highly compensated employees of
each subsidiary only upon the adoption of the Plan by that subsidiary's Board of
Directors.

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