VIAD CORP
EX-10.F.II
<DOCUMENT>
<TYPE>EX-10.F.II
<SEQUENCE>8
<FILENAME>p64945ex10-f_ii.txt
<DESCRIPTION>EX-10.F.II
<TEXT>

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                                                                EXHIBIT 10.F(ii)
                                                                  (FIRST TIER)
                                    VIAD CORP
                              AMENDED AND RESTATED
                            EXECUTIVE SEVERANCE PLAN
                              AS OF MARCH 15, 2001


         1.       PURPOSE: To provide management continuity by inducing selected
Executives to remain in the employ of Viad Corp ("Corporation") or one of its
subsidiaries pending a possible Change of Control of the Corporation.

         2.       OBJECTIVES: To ensure in the event of a possible Change of
Control of the Corporation, in addition to the Executive's regular duties, that
he may be available to be called upon to assist in the objective assessment of
such situations, to advise management and the Board of Directors ("Board") of
the Corporation as to whether such proposals would be in the best interests of
the Corporation and its shareholders or one of its subsidiaries, and to take
such other actions as management or the Board might determine reasonably
appropriate and in the best interests of the Corporation and its shareholders.

         3.       PARTICIPATION: Participation in this Plan will be limited to
selected Executives (each referred to herein as "Executive") whose importance to
the Corporation during such periods is deemed to warrant good and valuable
special consideration by The Chief Executive Officer of the Corporation. Each
such Executive's participation shall be evidenced by a certificate
("Certificate") issued by the Corporation, each of which is incorporated herein
by reference as if set forth in its entirety. In the event an Executive shall
become ineligible hereunder, his Certificate shall be surrendered promptly to
the Corporation.

         4.       DEFINITION OF CHANGE OF CONTROL: For purposes of this Plan, a
"Change of Control" shall mean any of the following events:

                  (a) The acquisition by an individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either: (i) the then outstanding shares of common stock of the
Corporation (the "Outstanding Corporation Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the "Outstanding
Corporation Voting Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Corporation other than an
acquisition by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired


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directly from the Corporation, (ii) any acquisition by the Corporation, (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation
or (iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 4;
or

                  (b) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

                  (c) approval by the shareholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation (a "Business Combination"),
in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination and or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or (d) Approval by the shareholders of the
Corporation of a complete liquidation or dissolution of the Corporation.

         5.       DEFINITIONS:

                  (a) For purposes of this Agreement, "Cause" shall mean:

                           (i) the willful and continued failure of the
Executive to perform substantially the Executive's duties with the Corporation
or one of its affiliates (other than any


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such failure resulting from incapacity due to physical or mental illness), after
a written demand for substantial performance improvement is delivered to the
Executive by the Board or the Chief Executive Officer of the Corporation which
specifically identifies the manner in which the Board or Chief Executive Officer
believes that the Executive has not substantially performed the Executive's
duties, or

                            (ii) the willful engaging by the Executive in
illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Corporation. For purposes of this provision, no act or failure
to act, on the part of the Executive, shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or without reasonable
belief that the Executive's action or omission was in the best interests of the
Corporation. Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board or upon the instructions of the Chief
Executive Officer or a senior officer of the Corporation or based upon the
advice of counsel for the Corporation shall be conclusively presumed to be done,
or omitted to be done, by the Executive in good faith and in the best interests
of the Corporation. The cessation of employment of the Executive shall not be
deemed to be for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice is provided
to the Executive and the Executive is given an opportunity, together with
counsel, to be heard before the Board), finding that, in the good faith opinion
of the Board, the Executive is guilty of the conduct described in subparagraph
(i) or (ii) above, and specifying the particulars thereof in detail.

                  (c) For purposes of this Agreement, "Good Reason" shall mean:

                       (i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities immediately prior to the Change of Control, or any other action
by the Corporation which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Executive;

                       (ii) any reduction by the Corporation of the Executive's
base salary, annual bonus, incentive opportunities, retirement benefits, welfare
or fringe benefits below the highest level enjoyed by the Executive during the
120-day period prior to the Change of Control;

                       (iii) the Corporation's requiring the Executive to be
based at any office or location other than that at which he was based
immediately prior to the Change of Control or the Corporation's requiring the
Executive to travel on Corporation business to a substantially greater extent
than required immediately prior to the Change of Control;

                       (iv) any purported termination by the Corporation of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

                       (v) any failure by the Corporation to comply with and
satisfy Section 11(c) of this Agreement.


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For purposes of this Agreement, any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

                  (d) For purposes of this Agreement, "Window Period" means the
30-day period following the first anniversary of the Change of Control.

         6.       ELIGIBILITY FOR BENEFITS: Benefits as described in Section 7
shall be paid in the event the Executive's employment with the Corporation or
any of its subsidiaries is terminated (other than as a consequence of his death
or disability, or of his retirement at or after his normal retirement date under
the Corporation's or a subsidiaries' retirement plan) if the Executive is
terminated:

                  (a) involuntarily by the Corporation without Cause; or
                  (b) by the Executive for Good Reason; in either case within 18
months following a Change of Control, or
                  (c) by the Executive's own election for any reason during the
Window Period.

         7.       BENEFIT ENTITLEMENTS:

                  (a) LUMP SUM PAYMENT: On or before the Executive's last day of
employment with the Corporation or any of its subsidiaries, the Corporation or
the applicable subsidiary will pay to the Executive as compensation for services
rendered a lump sum cash amount (subject to any applicable payroll or other
taxes required to be withheld) equal to the sum of (i) his highest annual salary
fixed during the period he was an employee of the Corporation or any of its
subsidiaries, plus (ii) the greater of (x) the largest amount awarded to him in
a year as cash bonus (whether or not deferred) under the Corporation's
Management Incentive Plan and Performance Unit Incentive Plan or other similar
short and long term cash incentive plans or arrangements providing for
performance bonus payments during the preceding four years or if the Executive
has not been employed for at least four full fiscal years, all of the completed
full fiscal years during which the Executive has been employed) or (y) the
target bonus (under all of the Corporation's bonus plans for which the Executive
is eligible, including the Corporation's Management Incentive Plan and
Performance Unit Incentive Plan) for the fiscal year in which the Change of
Control occurs, multiplied by:

                            (i) Three if the termination is involuntary without
Cause or Good Reason, or

                            (ii) Two if the termination is voluntary during the
Window Period.

                  (b) Employee Plans: The Executive's participation in life,
accident, health, compensation deferral, automobile, club membership, and
financial counseling plans of the Corporation, or the applicable subsidiary, if
any, provided to the Executive prior to the Change of Control or his
termination, shall be continued, or equivalent benefits provided, by the
Corporation or the applicable subsidiary at no direct cost to the Executive for
a period of:

                            (i) Three years if the termination is involuntary
without Cause or for Good Reason, or

                            (ii) Two years if the termination is voluntary
during the Window Period, in each case from the date of termination (or until
his death or normal retirement date, whichever


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is sooner). The Executive's participation in any applicable qualified or
nonqualified retirement and/or pension plans and any deferred compensation or
bonus plan of the Corporation or any of its subsidiaries, if any, shall continue
only through the last day of employment. Any terminating distributions and/or
vested rights under such plans shall be governed by the terms of the respective
plans.

                  (c) Special Retirement Benefits: The Executive shall receive
Special Retirement Benefits payable hereunder to the Executive or his
beneficiaries equal to the excess of the amount specified in subsection (c)(i)
or subsection (c)(ii), as the case may be, over that in subsection (c)(iii)
below:

                            (i) If the termination is involuntary without Cause
or for Good Reason, the total retirement benefits that would be paid to the
Executive or his beneficiaries under the Viad Employees' Retirement Income Plan,
or the applicable subsidiary pension plan in which the Executive participates
(in either case, the "Retirement Plan"), if the Executive's employment continued
for either (x) the three years (or the period to his normal retirement date, if
less) following his termination, or (y) the number of years necessary to be
vested under the Retirement Plan (including any predecessor or successor or
substitute plan or plans of the Corporation or any of its subsidiaries),
whichever is greater, and his final average compensation is as determined under
the Retirement Plan, in each case using actuarial assumptions no less favorable
to the Executive than those used in the Retirement Plan immediately prior to the
Change of Control (the "Actuarial Assumptions"). For the purposes hereof, the
amount specified in Section 7(a) shall not be considered "compensation" for
purposes of calculating final average compensation under this subsection (c)(i);

                            (ii) if the termination is voluntary during the
Window Period, the total retirement benefits that would be paid to the Executive
or his beneficiaries under the Retirement Plan using the Actuarial Assumptions,
if any, if two years (or the period to his normal retirement date, if less)
following his termination is added to his credited service and his final average
compensation is as determined under the applicable pension plan referred to in
this subsection (c)(ii). For the purposes hereof, the amount specified in
Section 7(a) shall not be considered "compensation" for purposes of calculating
final average compensation under this subsection (c)(ii);

                            (iii) the total qualified and unqualified benefits
actually payable to the Executive or his beneficiaries under the Retirement
Plan. All special Retirement Benefits and other benefits provided for herein are
provided on an unfunded basis, are not intended to meet the qualification
requirements of Section 401 of the Internal Revenue Code, and shall be payable
solely from the general assets of the Corporation or its appropriate subsidiary.

                  (d) Taxes: Anything in this Plan to the contrary
notwithstanding, and whether or not the Executive becomes entitled to severance
payments under this Plan, if any of the payments or benefits received or to be
received by the Executive in connection with a Change of Control (whether
pursuant to the terms of this Plan or any other plan, arrangement or agreement
with the Corporation, any person whose actions result in a Change of Control, or
any person affiliated with the Corporation or such person) (such


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payments or benefits, excluding the Gross-Up Payment, being hereinafter referred
to as the "Total Payments") would be subject to the excise tax imposed under
Section 4999 of the Code (the "Excise Tax"), the Corporation shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Executive, after deduction of any Excise Tax on the Total
Payments and any federal, state and local income and employment taxes and Excise
Tax upon the Gross-Up Payment, shall be equal to the Total Payments. For
purposes of determining the amount of the Gross-Up Payment, the Executive shall
be deemed to pay federal income taxes at the highest marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be made
and state and local income taxes at the highest marginal rates of taxation in
the state and locality of the residence of the Executive on the last day of the
Executive's employment with the Corporation (the "Date of Termination"), net of
the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.

                           (i) Determination By Accountant. All determinations
required to be made under this Section 7(d), including whether a Gross-Up
Payment is required and the amount of such Gross-Up Payment, shall be made by
the independent accounting firm which served as the Corporation's auditor
immediately prior to the Change of Control (the "Accounting Firm"), which shall
provide detailed supporting calculations both to the Corporation and the
Executive within fifteen (15) business days after the Date of Termination, if
applicable, or such earlier time as is requested by the Corporation. In the
event that the Accounting Firm is also serving as accountant or auditor for the
individual, entity, or group effecting the Change of Control, the Executive may
appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder), by giving written notice of such
appointment to the Corporation within 5 business days after the Date of
Termination. All fees and expenses of the Accounting Firm shall be borne solely
by the Corporation and it shall be the Corporation's obligation to cause the
Accounting Firm to take any actions required hereby.

         If the Accounting Firm determines that no Excise Tax is payable by the
Executive, it shall furnish the Executive with an opinion that he or she has
substantial authority not to report any Excise Tax on his or her federal income
tax return. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that a Gross-Up Payment which will not have been made
by the Corporation should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Corporation
exhausts its remedies pursuant to Section 7(d)(ii) and the Executive thereafter
is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or for the benefit of
the Executive.


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                            (ii) Notification Required. The Executive shall
notify the Corporation in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Corporation of the
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than 10 business days after the Executive knows of such claim and shall
apprise the Corporation of the nature of such claim and the date on which such
claim is requested to be paid. The Executive shall not pay such claim prior to
the expiration of the 30-day period following the date on which he or she gives
such notice to the Corporation (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Corporation
notifies the Executive in writing prior to the expiration of such period that it
desires to contest such claim, the Executive shall:

                                     (A) give the Corporation any information
reasonably requested by the Corporation relating to such claim,

                                     (B) take such action in connection with
contesting such claim as the Corporation shall reasonably request in writing
from time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the
Corporation,

                                     (C) cooperate with the Corporation in good
faith in order to effectively contest such claim,

                                     (D) permit the Corporation to participate
in any proceedings relating to such claim, provided, however, that the
Corporation shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
Excise Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payment of costs and expenses.
Without limitation on the foregoing provisions of this Section 7(d), the
Corporation shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the Executive to pay the
tax claimed and sue for a refund, or contest the claim in any permissible
manner, and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Corporation shall determine; provided,
however, that if the Corporation directs the Executive to pay such claim and sue
for a refund, the Corporation shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax, including
interest or penalties with respect thereto, imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Corporation's control of the contest


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shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or contest, as
the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.

                            (iii) Repayment. If, after the receipt by the
Executive of an amount advanced by the Corporation pursuant to Section 7(d)(ii),
the Executive becomes entitled to receive any refund with respect to such claim,
the Executive shall (subject to the Corporation's complying with the
requirements of Section 7(d)(ii)) promptly pay to the Corporation the amount of
such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Corporation pursuant to Section 7(d)(ii), a determination is
made that the Executive shall not be entitled to any refund with respect to such
claim and the Corporation does not notify the Executive in writing of its intent
to contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

                  (E)      ACCELERATION OF STOCK AWARDS. Stock Options and any
other rights granted to the Executive by the Corporation under its 1973 Stock
Option Plan, its 1983 Stock Option and Incentive Plan, its 1992 Stock Incentive
Plan and any later or successor plan or plans (collectively, the "Stock
Incentive Plans"), will be exercisable in full for a period of 90 days (i)
following the date of a Change of Control of the Corporation or (ii) commencing
on the date of approval by the Corporation's shareholders of an agreement
providing for a merger or a consolidation in which the corporation will not
remain an independent publicly owned corporation or a sale or other disposition
of all or substantially all of the assets of the Corporation, provided that no
option or right shall be exercisable by the Executive within six months after
the date of grant, or after the termination date, of such option or right. In
the event of a Change of Control, the restrictions and deferral limitations
applicable to any restricted or deferred stock awarded under the Stock Incentive
Plans shall lapse, and such stock shall become free of all restrictions and
become fully vested and transferable to the full extent of the original grant.

                           If either (i) the transaction or transactions which
resulted in the Change of Control were not approved by a vote of at least
two-thirds (2/3) of the directors of the Company who are members of the
Incumbent Board as described in subparagraph (b) of Section 4 above, or
originated with an unsolicited offer (as determined by the Incumbent Board in
good faith), or (ii) the Board of Directors of the Company, in its discretion,
determines that this provision shall apply in the event of a Change of Control,
then the Executive shall have the rights set forth in this paragraph. If this
paragraph applies, then in lieu of cashing-out or exercising some or all of his
stock options granted to the Executive under the Stock Incentive Plans, the
Executive may, during the period in which the Executive could otherwise exercise
such options under this Section 7(e), cancel such options in exchange for an
amount equal to (i) the fair market value of a share of the Corporation's common
stock on a date selected by the Executive (the "Exercise Date"), such date being
no earlier than 30 days prior to the event described in this Section 7(e) and no
later than 30 days after such event, multiplied by (ii) the number of shares
subject to the stock options for which such election is made, and then minus
(iii) the aggregate purchase price for


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such shares under the applicable stock option agreements. The Executive must
provide written notice to the Corporation which sets forth the options (or
portion thereof) he wishes to cancel, the number of shares being canceled, and
the Exercise Date elected by the Executive. Payment to the Executive shall be
made in lump sum in cash within five days following delivery of such written
notice to the Corporation.

         8.       INDEMNIFICATION: If litigation is brought to enforce or
interpret any provision contained herein, the Corporation or applicable
subsidiary, to the extent permitted by applicable law and the Corporation's or
subsidiary's Articles of Incorporation, as the case may be, shall indemnify the
Executive for his reasonable attorneys' fees and disbursements incurred in such
litigation, and hereby agrees to pay interest on any money judgment obtained by
the Executive calculated at the Citibank, N.A. prime interest rate in effect
from time to time from the date that payment(s) to him should have been made
under this Agreement until the date the payment(s) is made.

         9.       PAYMENT OBLIGATIONS ABSOLUTE: Except as expressly provided in
Section 13 and 14, the Corporation's or subsidiary's obligation to pay the
Executive the benefits hereunder and to make the arrangements provided herein
shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off, counter-claim,
recoupment, defense or other right which the Corporation may have against him or
anyone else. All amounts paid or payable by the Corporation or subsidiary
hereunder shall be paid without notice or demand. Each and every payment made
hereunder by the Corporation or subsidiary shall be final and the Corporation or
subsidiary will not seek to recover all or any part of such payment(s) from the
Executive or from whosoever may be entitled thereto, for any reason whatsoever.
The Executive shall not be obligated to seek other employment in mitigation of
the amounts payable or arrangements made under any provision of this Plan, and
the obtaining of any such other employment shall in no event effect any
reduction of the Corporation's or subsidiary's obligations to make the payments
and arrangements required to be made under this Plan. The Corporation or
applicable subsidiary may at the discretion of the Chief Executive Officer of
the Corporation enter into an irrevocable, third-party guarantee or similar
agreement with a bank or other institution with respect to the benefits payable
to an Executive hereunder, which would provide for the unconditional payment of
such benefits by such third-party upon presentment by an Executive of his
Certificate (and on such other conditions deemed necessary or desirable by the
Corporation) at some specified time after termination of employment. Such
third-party guarantor shall have no liability for improper payment if it follows
the instructions of the Corporation as provided in such Certificate and other
documents required to be presented under the agreement, unless the Corporation,
in a written notice, has previously advised such third-party guarantor of the
determination by its Board of Directors of ineligibility of the Executive in
accordance with Section 14.


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         10.      CONTINUING OBLIGATIONS: The Executive shall retain in
confidence any confidential information known to him concerning the Corporation
and its subsidiaries and their respective businesses as long as such information
is not publicly disclosed, except as required by law.

         11.      SUCCESSORS:

                  (a)      This Agreement is personal to the Executive and
without the prior written consent of the Corporation shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

                  (b)      This Agreement shall inure to the benefit of and be
binding upon the Corporation and its successors and assigns.

                  (c)      The Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place. As used in this Agreement, Corporation shall mean
the Corporation as hereinbefore defined and any other person or entity which
assumes or agrees to perform this Agreement by operation of law, or otherwise.

         12.      SEVERABILITY: Any provision in this Plan which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without
invalidating or affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         13.      OTHER AGREEMENTS: Notwithstanding any provision herein to the
contrary, in the event the Executive's employment with the Corporation or
applicable subsidiary terminates and the Executive is entitled to receive
termination, separation or other like amounts from the Corporation or any of its
subsidiaries pursuant to any contract of employment, generally prevailing
separation pay policy, or other program of the Corporation or applicable
subsidiary, all such amounts shall be applied to and set off against the
Corporation's or applicable subsidiary's obligation set forth in Section 7 of
this Plan. Nothing in this Section 13 is intended to result in set-off of
pension benefits, supplemental executive retirement benefits, disability
benefits, retiree benefits or any other plan benefits not directly provided as
termination or separation benefits.

         14.      TERMINATION: This Agreement shall terminate with respect to an
Executive if the Chief Executive Officer of the Corporation determines that the
Executive is no longer a key executive to be provided a severance agreement and
so notifies the Executive by certified mail at least thirty (30) days before
participation in this Plan shall cease; except that such determination shall not
be made, and if made, shall have no effect (i) within eighteen months after the
Change


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of Control in question or (ii) during any period of time when the Corporation
has knowledge that any third person has taken steps reasonably calculated to
effect a Change of Control until such third person has abandoned or terminated
his efforts to effect a Change of Control as determined by such Board in good
faith, but in its sole discretion.


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                                                                 EXHIBIT 10F(ii)
                                                                  (Second Tier)
                                    VIAD CORP
                              AMENDED AND RESTATED
                            EXECUTIVE SEVERANCE PLAN
                              AS OF MARCH 15, 2001


         1.       PURPOSE: To provide management continuity by inducing selected
Executives to remain in the employ of Viad Corp ("Corporation") or one of its
subsidiaries pending a possible Change of Control of the Corporation.

         2.       OBJECTIVES: To ensure in the event of a possible Change of
Control of the Corporation, in addition to the Executive's regular duties, that
he may be available to be called upon to assist in the objective assessment of
such situations, to advise management and the Board of Directors ("Board") of
the Corporation as to whether such proposals would be in the best interests of
the Corporation (including its subsidiaries) and its shareholders, and to take
such other actions as management or the Board might determine reasonably
appropriate and in the best interests of the Corporation and its shareholders.

         3.       PARTICIPATION: Participation in this Plan will be limited to
selected Executives (each referred to herein as "Executive") whose importance to
the Corporation during such periods is deemed to warrant good and valuable
special consideration by the Chief Executive Officer of the Corporation. Each
such Executive's participation shall be evidenced by a certificate
("Certificate") issued by the Corporation, each of which is incorporated herein
by reference as if set forth in its entirety. In the event an Executive shall
become ineligible hereunder, his Certificate shall be surrendered promptly to
the Corporation.

         4.       DEFINITION OF CHANGE OF CONTROL: For purposes of this Plan, a
"Change of Control" shall mean any of the following events:

                  (a) The acquisition by an individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either: (i) the then outstanding shares of common stock of the
Corporation (the "Outstanding Corporation Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the "Outstanding
Corporation Voting Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Corporation other than an
acquisition by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the Corporation,
(ii) any acquisition by the Corporation, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Corporation or
any


                                       1
<PAGE>   13
corporation controlled by the Corporation or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Section 4; or

                  (b) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

                  (c) approval by the shareholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation (a "Business Combination"),
in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Business
Combination, beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the Board of Directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

                  (d) Approval by the shareholders of the Corporation of a
complete liquidation or dissolution of the Corporation.

         5.       DEFINITIONS:

                  (a) For purposes of this Agreement, "Cause" shall mean:

                           (i) the willful and continued failure of the
Executive to perform substantially the Executive's duties with the Corporation
or one of its affiliates (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance improvement is delivered to the Executive by the Board or the Chief


                                       2
<PAGE>   14
Executive Officer of the Corporation which specifically identifies the manner in
which the Board or Chief Executive Officer believes that the Executive has not
substantially performed the Executive's duties, or

                           (ii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and demonstrably injurious to
the Corporation. For purposes of this provision, no act or failure to act, on
the part of the Executive, shall be considered "willful" unless it is done, or
omitted to be done, by the Executive in bad faith or without reasonable belief
that the Executive's action or omission was in the best interests of the
Corporation. Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board or upon the instructions of the Chief
Executive Officer or a senior officer of the Corporation or based upon the
advice of counsel for the Corporation shall be conclusively presumed to be done,
or omitted to be done, by the Executive in good faith and in the best interests
of the Corporation. The cessation of employment of the Executive shall not be
deemed to be for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice is provided
to the Executive and the Executive is given an opportunity, together with
counsel, to be heard before the Board), finding that, in the good faith opinion
of the Board, the Executive is guilty of the conduct described in subparagraph
(i) or (ii) above, and specifying the particulars thereof in detail.

                  (c) For purposes of the Agreement, "Good Reason" shall mean:

                           (i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities immediately prior to the Change of Control, or any other action
by the Corporation which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Corporation promptly after receipt of notice thereof given by
the Executive;

                           (ii) any reduction by the Corporation of the
Executive's base salary, annual bonus, incentive opportunities, retirement
benefits, welfare or fringe benefits below the highest level enjoyed by the
Executive during the 120-day period prior to the Change of Control;

                           (iii) the Corporation's requiring the Executive to be
based at any office or location other than that at which he was based
immediately prior to the Change of Control or the Corporation's requiring the
Executive to travel on Corporation business to a substantially greater extent
than required immediately prior to the Change of Control;

                           (iv) any purported termination by the Corporation of
the Executive's employment otherwise than as expressly permitted by this
Agreement; or

                           (v) any failure by the Corporation to comply with and
satisfy Section 11(c) of this Agreement.

For purposes of this Agreement, any good faith determination of "Good Reason"
made by the Executive shall be conclusive.


                                       3
<PAGE>   15
         6.       ELIGIBILITY FOR BENEFITS: Benefits as described in Section 7
shall be paid only in the event the Executive's employment with the Corporation
or any of its subsidiaries is terminated involuntarily by the Corporation
without Cause, (other than as a consequence of his death or disability, or of
his retirement at or after his normal retirement date under the Corporation's or
a subsidiary's retirement plan), or by the Executive for Good Reason, in each
case, within eighteen months after a Change of Control of the Corporation.

         7.       BENEFIT ENTITLEMENTS:

                  (a) LUMP SUM PAYMENT: On or before the Executive's last day of
employment with the Corporation or any of its subsidiaries, the Corporation or
the applicable subsidiary will pay to the Executive as compensation for services
rendered a lump sum cash amount (subject to any applicable payroll or other
taxes required to be withheld) equal to two times the sum of (i) his highest
annual salary fixed during the period he was an employee of the Corporation or
any of its subsidiaries, plus (ii) the greater of (x) the largest amount awarded
to him in a year as cash bonus (whether or not deferred) under the Corporation's
Management Incentive Plan and Performance Unit Incentive Plan or other similar
short and long term cash incentive plans or arrangements providing for
performance bonus payments during the preceding four years (or, if the Executive
has not been employed for at least four full fiscal years, all of the completed
full fiscal years during which the Executive has been employed) or (y) the
target bonus (under all of the Corporation's bonus plans for which the Executive
is eligible including the Corporation's Management Incentive Plan and
Performance Unit Incentive Plan) for the fiscal year in which the Change of
Control occurs.

                  (b) EMPLOYEE PLANS: The Executive's participation in life,
accident, health, compensation deferral, automobile, club membership, and
financial counseling plans of the Corporation, or the applicable subsidiary, if
any, provided to the Executive prior to the Change of Control or his
termination, shall be continued, or equivalent benefits provided, by the
Corporation or the applicable subsidiary at no direct cost to the Executive for
a period of two years from the date of termination (or until his death or normal
retirement date, whichever is sooner). The Executive's participation in any
applicable qualified or nonqualified retirement and/or pension plans and any
deferred compensation or bonus plan of the Corporation or any of its
subsidiaries, if any, shall continue only through the last day of employment.
Any terminating distributions and/or vested rights under such plans shall be
governed by the terms of the respective plans.

                  (c) SPECIAL RETIREMENT BENEFITS: The Executive shall receive
Special Retirement Benefits payable hereunder to the Executive or his
beneficiaries equal to the excess of the amount specified in subsection (c)(i)
over that in subsection (c)(ii) below:

                           (i) The total retirement benefits that would be paid
to the Executive or his beneficiaries under the Viad Employees' Retirement
Income Plan, or the applicable subsidiary pension plan in which the Executive
participates (in either case, the "Retirement Plan"), if either (x) the two
years (or the period to his normal retirement date, if less) following his
termination, or (y) the number of years necessary to be vested under the
Retirement Plan (including any predecessor or successor or substitute plan or
plans of the Corporation or any of its subsidiaries),


                                       4
<PAGE>   16
whichever is greater, is counted and his final average compensation is as
determined under the Retirement Plan, in each case using actuarial assumptions
no less favorable to the Executive than those used in the Retirement Plan
immediately prior to the Change of Control (the "Actuarial Assumptions"). For
the purposes hereof, the amount specified in Section 7(a) shall not be
considered "compensation" for purposes of calculating final average compensation
under this subsection (c)(i);

                           (ii) the total qualified and unqualified benefits
actually payable to the Executive or his beneficiaries under the Retirement
Plan. All Special Retirement Benefits and other benefits provided for herein are
provided on an unfunded basis, are not intended to meet the qualification
requirements of Section 401 of the Internal Revenue Code, and shall be payable
solely from the general assets of the Corporation or its appropriate subsidiary.

                  (d) Taxes: Anything in this Plan to the contrary
notwithstanding, and whether or not the Executive becomes entitled to severance
payments under this Plan, if any of the payments or benefits received or to be
received by the Executive in connection with a Change of Control (whether
pursuant to the terms of this Plan or any other plan, arrangement or agreement
with the Corporation, any person whose actions result in a Change of Control, or
any person affiliated with the Corporation or such person) (such payments or
benefits, excluding the Gross-Up Payment, being hereinafter referred to as the
"Total Payments") would be subject to the excise tax imposed under Section 4999
of the Code (the "Excise Tax"), the Corporation shall pay to the Executive an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, shall be equal to the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rates of taxation in the state and
locality of the residence of the Executive on the last day of the Executive's
employment with the Corporation (the "Date of Termination"), net of the maximum
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes.

                           (i) Determination By Accountant. All determinations
required to be made under this Section 7(d), including whether a Gross-Up
Payment is required and the amount of such Gross-Up Payment, shall be made by
the independent accounting firm which served as the Corporation's auditor
immediately prior to the Change of Control (the "Accounting Firm"), which shall
provide detailed supporting calculations both to the Corporation and the
Executive within fifteen (15) business days after the Date of Termination, if
applicable, or such earlier time as is requested by the Corporation. In the
event that the Accounting Firm is also serving as accountant or auditor for the
individual, entity, or group effecting the Change of Control, the Executive may
appoint another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder), by giving written notice of such
appointment to the Corporation within 5


                                       5
<PAGE>   17
business days after the Date of Termination. All fees and expenses of the
Accounting Firm shall be borne solely by the Corporation and it shall be the
Corporation's obligation to cause the Accounting Firm to take any actions
required hereby. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with an opinion that he or she
has substantial authority not to report any Excise Tax on his or her federal
income tax return. As a result of the uncertainty in the application of Section
4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that a Gross-Up Payment which will not have been made
by the Corporation should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Corporation
exhausts its remedies pursuant to Section 7(d)(ii) and the Executive thereafter
is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or for the benefit of
the Executive.

                           (ii) Notification Required. The Executive shall
notify the Corporation in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Corporation of the
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than 10 business days after the Executive knows of such claim and shall
apprise the Corporation of the nature of such claim and the date on which such
claim is requested to be paid. The Executive shall not pay such claim prior to
the expiration of the 30-day period following the date on which he or she gives
such notice to the Corporation (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Corporation
notifies the Executive in writing prior to the expiration of such period that it
desires to contest such claim, the Executive shall:

                                    (A)      give the Corporation any
information reasonably requested by the Corporation relating to such claim,

                                    (B)      take such action in connection with
contesting such claim as the Corporation shall reasonably request in writing
from time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the
Corporation,

                                    (C)      cooperate with the Corporation in
good faith in order to effectively contest such claim,

                                    (D)      permit the Corporation to
participate in any proceedings relating to such claim, provided, however, that
the Corporation shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
Excise Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payment of costs and expenses.
Without limitation on the foregoing provisions of this Section 7(d), the
Corporation shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative appeals,
proceedings,


                                       6
<PAGE>   18
hearings and conferences with the taxing authority in respect of such claim and
may, at its sole option, either direct the Executive to pay the tax claimed and
sue for a refund, or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Corporation shall determine; provided, however, that if
the Corporation directs the Executive to pay such claim and sue for a refund,
the Corporation shall advance the amount of such payment to the Executive, on an
interest-free basis and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of taxes
for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Corporation's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.

                           (iii) Repayment. If, after the receipt by the
Executive of an amount advanced by the Corporation pursuant to Section 7(d)(ii),
the Executive becomes entitled to receive any refund with respect to such claim,
the Executive shall (subject to the Corporation's complying with the
requirements of Section 7(d)(ii)) promptly pay to the Corporation the amount of
such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Corporation pursuant to Section 7(d)(ii), a determination is
made that the Executive shall not be entitled to any refund with respect to such
claim and the Corporation does not notify the Executive in writing of its intent
to contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

                  (e) Acceleration of Stock Awards. Stock Options and any other
rights granted to the Executive by the Corporation under its 1973 Stock Option
Plan, its 1983 Stock Option and Incentive Plan, its 1992 Stock Incentive Plan
and any later or successor plan or plans (collectively, the "Stock Incentive
Plans"), will be exercisable in full for a period of 90 days (i) following the
date of a Change of Control of the Corporation or (ii) commencing on the date of
approval by the Corporation's shareholders of an agreement providing for a
merger or a consolidation in which the Corporation will not remain an
independent publicly owned corporation or a sale or other disposition of all or
substantially all the assets of the Corporation, provided that no option or
right shall be exercisable by the Executive within six months after the date of
grant, or after the termination date, of such option or right. In the event of a
Change of Control, the restrictions and deferral limitations applicable to any
restricted or deferred stock awarded under the Stock Incentive Plans shall
lapse, and such stock shall become free of all restrictions and become fully
vested and transferable to the full extent of the original grant.


                                       7
<PAGE>   19
                  If either (i) the transaction or transactions which resulted
in the Change of Control were not approved by a vote of at least two-thirds
(2/3) of the directors of the Company who are members of the Incumbent Board as
described in subparagraph (b) of Section 4 above, or originated with an
unsolicited offer (as determined by the Incumbent Board in good faith), or (ii)
the Board of Directors of the Company, in its discretion, determines that this
provision shall apply in the event of a Change of Control, then the Executive
shall have the rights set forth in this paragraph. If this paragraph applies,
then in lieu of cashing-out or exercising some or all of his stock options
granted to the Executive under the Stock Incentive Plans, the Executive may,
during the period in which the Executive could otherwise exercise such options
under this Section 7(e), cancel such options in exchange for an amount equal to
(i) the fair market value of a share of the Corporation's common stock on a date
selected by the Executive (the "Exercise Date"), such date being no earlier than
30 days prior to the event described in this Section 7(e) and no later than 30
days after such event, multiplied by (ii) the number of shares subject to the
stock options for which such election is made, and then minus (iii) the
aggregate purchase price for such shares under the applicable stock option
agreements. The Executive must provide written notice to the Corporation which
sets forth the options (or portion thereof) he wishes to cancel, the number of
shares being canceled, and the Exercise Date elected by the Executive. Payment
to the Executive shall be made in lump sum in cash within five days following
delivery of such written notice to the Corporation.

         8.       INDEMNIFICATION: If litigation is brought to enforce or
interpret any provision contained herein, the Corporation or applicable
subsidiary, to the extent permitted by applicable law and the Corporation's or
subsidiary's Articles of Incorporation, as the case may be, shall indemnify the
Executive for his reasonable attorneys' fees and disbursements incurred in such
litigation, and hereby agrees to pay interest on any money judgment obtained by
the Executive calculated at the Citibank, N.A. prime interest rate in effect
from time to time from the date that payment(s) to him should have been made
under this Agreement until the date the payment(s) is made.

         9.       PAYMENT OBLIGATIONS ABSOLUTE: Except as expressly provided in
Section 13 and 14, the Corporation's or subsidiary's obligation to pay the
Executive the benefits hereunder and to make the arrangements provided herein
shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any set-off, counter-claim,
recoupment, defense or other right which the Corporation may have against him or
anyone else. All amounts paid or payable by the Corporation or subsidiary
hereunder shall be paid without notice or demand. Each and every payment made
hereunder by the Corporation or subsidiary shall be final and the Corporation or
subsidiary will not seek to recover all or any part of such payment(s) from the
Executive or from whosoever may be entitled thereto, for any reason whatsoever.
The Executive shall not be obligated to seek other employment in mitigation of
the amounts payable or arrangements made under any provision of this Plan, and
the obtaining of any such other employment shall in no event effect any
reduction of the Corporation's or subsidiary's obligations to make the payments
and arrangements required to be made under this


                                       8
<PAGE>   20
Plan. The Corporation or applicable subsidiary may at the discretion of the
Chief Executive Officer of the Corporation enter into an irrevocable,
third-party guarantee or similar agreement with a bank or other institution with
respect to the benefits payable to an Executive hereunder, which would provide
for the unconditional payment of such benefits by such third-party upon
presentment by an Executive of his Certificate (and on such other conditions
deemed necessary or desirable by the Corporation) at some specified time after
termination of employment. Such third-party guarantor shall have no liability
for improper payment if it follows the instructions of the Corporation as
provided in such Certificate and other documents required to be presented under
the agreement, unless the Corporation, in a written notice, has previously
advised such third-party guarantor of the determination by its Board of
Directors of ineligibility of the Executive in accordance with Section 14.

         10.      CONTINUING OBLIGATIONS: The Executive shall retain in
confidence any confidential information known to him concerning the Corporation
and its subsidiaries and their respective businesses as long as such information
is not publicly disclosed, except as required by law.

         11.      SUCCESSORS:

                  (a)      This Agreement is personal to the Executive and
without the prior written consent of the Corporation shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

                  (b)      This Agreement shall inure to the benefit of and be
binding upon the Corporation and its successors and assigns.

                  (c)      The Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place. As used in this Agreement, Corporation shall mean
the Corporation as hereinbefore defined and any other person or entity which
assumes or agrees to perform this Agreement by operation of law, or otherwise.

         12.      SEVERABILITY: Any provision in this Plan which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without
invalidating or affecting the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         13.      OTHER AGREEMENTS: Notwithstanding any provision herein to the
contrary, in the event the Executive's employment with the Corporation or
applicable subsidiary terminates and the Executive is entitled to receive
termination, separation or other like amounts from the Corporation or any of its
subsidiaries pursuant to any contract of employment, generally


                                       9
<PAGE>   21
prevailing separation pay policy, or other program of the Corporation or
applicable subsidiary, all such amounts shall be applied to and set off against
the Corporation's or applicable subsidiary's obligation set forth in Section 7
of this Plan. Nothing in this Section 13 is intended to result in set-off of
pension benefits, supplemental executive retirement benefits, disability
benefits, retiree benefits or any other plan benefits not directly provided as
termination or separation benefits.

         14.      TERMINATION: This Agreement shall terminate with respect to an
Executive if the Chief Executive Officer of the Corporation determines that the
Executive is no longer a key executive to be provided a severance agreement and
so notifies the Executive by certified mail at least thirty (30) days before
participation in this Plan shall cease; except that such determination shall not
be made, and if made, shall have no effect (i) within eighteen months after the
Change of Control in question or (ii) during any period of time when the
Corporation has knowledge that any third person has taken steps reasonably
calculated to effect a Change of Control until such third person has abandoned
or terminated his efforts to effect a Change of Control as determined by such
Board in good faith, but in its sole discretion.


                                       10
</TEXT>
</DOCUMENT>
