VIAD CORP
EX-10.N
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                                                                    EXHIBIT 10.N

                           DEFERRED COMPENSATION PLAN
                                FOR DIRECTORS OF
                                    VIAD CORP

                             AS AMENDED AND RESTATED
                                NOVEMBER 21, 2002

1.    ESTABLISHMENT AND CONTINUATION OF PLAN.

      There was heretofore established, in recognition of the valuable services
      provided to Greyhound Dial Corporation by the individuals who serve as
      members of its Board of Directors, an unfunded plan of voluntary deferred
      compensation known as the "Directors Deferred Compensation Plan" (Plan).
      The Dial Corp, a Delaware corporation and successor by operation of law to
      Greyhound Dial Corporation, intends to distribute to its stockholders (the
      Spin-Off) one share of common stock, $0.01 par value, of The Dial
      Corporation, its wholly-owned subsidiary (Consumer Products) which will
      own and operate its consumer products business (Consumer Products Common
      Stock). Following the Spin-Off, The Dial Corp will change its name to
      "Viad Corp". All references herein to the "Corporation" mean The Dial
      Corp, prior to the Spin-Off, and Viad Corp, following the Spin-Off. All
      Directors of the Corporation, except Directors receiving a regular salary
      as an employee of the Corporation or one of its subsidiaries, are eligible
      to participate in this Plan. All Directors who become directors of
      Consumer Products and cease to be directors of the Corporation in
      connection with the Spin-Off will no longer be eligible to participate in
      this Plan, and all obligations accrued prior to the date of the Spin-Off
      under this Plan with respect to such individuals will be assumed by
      Consumer Products. A Director may elect to defer under this Plan any
      retainer or meeting attendance fee otherwise payable to him or her
      (Compensation) by the Corporation or by domestic subsidiaries of this
      Corporation (subsidiaries).

2.    EFFECTIVE DATE.

      This Plan became effective on January 1, 1981.

3.    ELECTION TO PARTICIPATE IN THE PLAN.

            A. (i) A Director of this Corporation may elect to defer the receipt
      of all or a specified part of the Compensation otherwise payable to him or
      her during a calendar year by the Corporation or its subsidiaries. Any
      person who shall become a Director during any calendar year, and who was
      not a Director of


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      the Corporation or its subsidiaries on the preceding December 31, may
      elect before the Director's term begins to defer such Compensation. Such
      election shall also specify whether the account shall be treated as a cash
      account under Section 4A or a stock unit account under Section 4B;
      provided that an election to defer Compensation into a stock unit account
      must be specifically approved by the Board of Directors of the
      Corporation. If the account is to be a cash account, the Compensation, if
      it is a meeting attendance fee, shall be payable on the date of each
      applicable meeting, and, if it is a retainer, shall be payable on the last
      trading day of each applicable quarter. If the account is to be a stock
      unit account, the Compensation 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
      Compensation is payable into such Compensation, which, in the case of a
      meeting attendance fee or a retainer, is the last trading day of each
      applicable quarter.

                  (ii) In connection with the Spin-Off, the Dial Director's
      Retirement Plan (the "Retirement Plan") will be terminated. As of the
      Distribution Date, the Corporation will credit, to an existing or
      newly-established, stock unit account for each Director eligible to
      participate in this Plan who is a participant under the Retirement Plan
      (and who does not elect to continue to receive cash payments under the
      Retirement Plan) a number of stock units equal to (A) the present value of
      such Director's vested accrued benefits under the Retirement Plan divided
      by (B) the closing price of the Corporation's Common Stock (as reported
      for the New York Stock Exchange-Composite Transactions) as of the first
      trading day following the Distribution Date. Such stock unit account shall
      thereafter be maintained in accordance with this Plan.

            B. Any election under this Plan, unless otherwise provided therein,
      shall be made by delivering a signed request to the Secretary of the
      Corporation on or before December 31 with respect to the following
      calendar year, or, for a new Director, on or before his or her term
      begins. An election shall continue from year to year, unless specifically
      limited, until terminated by a signed request in the same manner in which
      an election is made. However, any such termination shall not become
      effective until the end of the calendar year in which notice of
      termination is given.

            C. Each Director may, by notice delivered to the Secretary of the
      Corporation, convert: (i) the aggregate balance in his or her deferred
      compensation account (either before or after payments from the account may
      have commenced) from an account in the form of stock units to an account
      in the form of cash in an amount equal to such stock units balance
      multiplied 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 accrue interest as set forth


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      in Section 4 below, or (ii) convert the aggregate balance in his or her
      deferred compensation 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 cash
      balance 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 accrue dividend equivalents as set forth in
      Section 4 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 Director, 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 an
      acquisition (if the Conversion Notice is pursuant to clause (i)) or a
      disposition (if the Conversion Notice is pursuant to clause (ii)) or (b)
      may be given after an individual ceases to be a Director.

4.    ACCRUAL OF INTEREST OR DIVIDEND EQUIVALENTS.

            A. If a Director has elected to defer Compensation in the form of
      cash, then interest on the unpaid balance of such Director's deferred
      compensation account, consisting of both accumulated Compensation and
      interest, if any, will be credited on the last day of each quarter based
      upon the yield on Merrill Lynch Taxable Bond Index-Long Term Medium
      Quality (A3) Industrial Bonds in effect at the beginning of such quarter,
      said interest to commence with the date such compensation was otherwise
      payable. After payment of deferred Compensation commences, interest shall
      accrue on the unpaid balance thereof in the same manner until all such
      deferred Compensation has been paid.

            B. If a Director has elected to defer 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 made to the Director'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 Director'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. Furthermore, additional credits (dividend
      equivalents) shall be made to the Director'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 incremental number of stock units
      credited to such Director's deferred compensation account, on the last
      business day prior to the date such


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      dividend is payable to stockholders, attributable to meeting attendance
      fee(s), 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.

            C. In the event of a dividend of Common Stock declared and paid by
      the Corporation, an additional credit shall be made to the Director's
      stock unit account of a number of stock units equal to the number of
      shares of the Corporation's Common Stock which the Director 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.

            D. Notwithstanding and in lieu of the foregoing, in the case of the
      dividend distribution by the Corporation of the Consumer Products Common
      Stock in the Spin-Off, a new stock unit and cash account (the Special
      Account) will be established for each Director (in addition to any
      existing stock unit account) which will be credited with a number of units
      representing Consumer Products Common Stock equal to the number of stock
      units in such Director's account immediately prior to the Spin-Off. From
      and after the Spin-Off, the Corporation will credit the Special Account
      with amount(s) denominated in cash, representing all dividends paid by
      Consumer Products on the Consumer Products Common Stock, whether paid in
      cash, Consumer Products Common Stock, other stock or property, in an
      amount equal to the amount of such dividend per share of Consumer Products
      Common Stock (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 Director's Special Account on the record date for
      payment of such dividend. The amount credited as cash shall thereafter
      accrue interest in accordance with Section 4A. A Director may convert the
      stock unit portion of the Special Account into an account in the form of
      cash by using the notice procedures in Section 3C without regard to the
      six months restriction set forth in the proviso thereto (it being
      understood that the closing price of the Consumer Products Common Stock,
      instead of Corporation Common Stock, will be used for such conversion).
      Section 3C may not, however, be used to convert a cash account into
      additional units of Consumer Products Common Stock in the Special Account.


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5.    ACCOUNTING.

      No fund or escrow deposit shall be established by any deferred
      Compensation payable pursuant to this Plan, and the obligation to pay
      deferred Compensation hereunder shall be a general unsecured obligation of
      the Corporation, payable out of its general account, and deferred
      Compensation shall accrue to the general account of the Corporation.
      However, the Controller of the Corporation shall maintain an account and
      properly credit Compensation to each such account, and keep a record of
      all sums which each participating Director has elected to have paid as
      deferred Compensation and of interest or dividend equivalents accrued
      thereon. Within sixty (60) days after the close of each calendar year the
      Controller shall furnish each Director who has participated in the Plan a
      statement of all sums and stock units, including interest and dividend
      equivalents, which have accrued to the account of such Director as of the
      end of such calendar year.

6.    PAYMENT FROM DIRECTORS' ACCOUNTS.

            A. After a Director ceases to be a director of the Corporation, the
      aggregate amount of deferred compensation credited to a Director's
      account, either in the form of cash or stock units, together with interest
      or dividend equivalents accrued thereon, shall be paid in a lump sum or,
      if the Director elects, in substantially equal quarterly, semi-annual, or
      annual installments over a period of years, not greater than ten (10),
      specified by the Director. Such election must be made by written notice
      delivered to the Secretary of the Corporation prior to December 31 of the
      year preceding the year in which, and at least six months prior to the
      date on which, the Director ceases to be a director. The first installment
      (or the lump sum payment) shall be made promptly following the date on
      which the Director ceases to be a Director of the Corporation, and any
      subsequent installments shall be paid promptly at the beginning of each
      succeeding specified period until the entire amount credited to the
      Director's account shall have been paid. To the extent installment
      payments are elected, and the Director's account consists of cash as well
      as stock units, a pro rata portion of the cash, and the cash equivalent of
      a pro rata portion of the stock units, shall be paid with each
      installment. If the participating Director dies before receiving the
      balance of his or her deferred compensation account, then payment shall be
      made in a lump sum to any beneficiary or beneficiaries which may be
      designated, as provided in paragraph B of this Section 6, or in the
      absence of such designation, or, in the event that the beneficiary
      designated by such Director shall have predeceased such Director, to such
      Director's estate.

            B. Each Director who elects to participate in this Plan may file
      with the Secretary of the Corporation a notice in writing designating one
      or more beneficiaries to whom payment shall be made in the event of such
      Director's


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      death prior to receiving payment of any or all of the deferred
      Compensation hereunder.

            C. If the Director has elected to defer Compensation in the form of
      cash, the Corporation shall distribute a sum in cash to such Director,
      pursuant to his or her election provided for in paragraph A of this
      Section 6. If the Director has elected to defer Compensation in the form
      of stock units, the Corporation shall distribute to such Director,
      pursuant to his or her election provided for in paragraph A of this
      Section 6, the cash equivalent of the portion of the stock units being
      distributed in such installment which will be calculated by multiplying
      (i) the average of the month-end closing prices of the Corporation's
      Common Stock (or Consumer Products Common Stock, in the case of stock
      units in the Special Account) for the last 12 months preceding the date of
      each distribution, as reported for the New York Stock Exchange-Composite
      Transactions, by (ii) the number of stock units being distributed in such
      installment.

7.    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 Director participating in the Plan of the aggregate current balance
      of his or her deferred compensation account accrued to the Director's
      deferred compensation account on the date of the Change of Control,
      notwithstanding any other provision herein. If the Director has elected to
      defer Compensation in the form of stock units, the Corporation shall
      distribute to such Director the sum in cash equal to the closing price of
      the Corporation's Common Stock on the day preceding the date of the Change
      of Control (as reported for the New York Stock Exchange-Composite
      Transactions) multiplied by the number of stock units in such account. Any
      notice by a Director to change or terminate his or her election to defer
      Compensation 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.

            B. Any recapitalization, reclassification, split up, sale of assets,
      combination or merger not otherwise provided for herein which affects the
      outstanding shares of Common Stock of the Corporation (or the stock
      subject to the Special Account) or any other relevant change in the
      capitalization of the Corporation (or, in the case of the Special Account,
      Consumer Products) shall be appropriately adjusted for by the Board of
      Directors of this Corporation, and any such adjustments shall be final,
      conclusive and binding.


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8.    NONALIENATION OF BENEFITS.

      No right or benefit under this Plan shall be subject to anticipation,
      alienation, sale, assignment, pledge, encumbrance or charge, and any
      attempt to alienate, sell, assign, pledge, encumber or charge the same
      shall be void. To the extent permitted by law, no right or benefit
      hereunder shall in any manner be attachable for or otherwise available to
      satisfy the debts, contracts, liabilities or torts of the person entitled
      to such right or benefit.

9.    APPLICABLE LAW.

      The Plan will be construed and enforced according to the laws of the State
      of Delaware; provided that the obligations of the Corporation shall be
      subject to any applicable law relating to the property interests of the
      survivors of a deceased person and to any limitations on the power of the
      person to dispose of his or her interest in the deferred Compensation.

10.   AMENDMENT OR TERMINATION OF PLAN.

      The Board of Directors of the Corporation may amend or terminate this Plan
      at any time, provided, however, any amendment or termination of this Plan
      shall not affect the rights of participating Directors or beneficiaries to
      payments, in accordance with Section 6 or 7, of amounts accrued to the
      credit of such Directors or beneficiaries at the time of such amendment or
      termination.


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