VIAD CORP
EX-10.A
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<TYPE>EX-10.A
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<FILENAME>p68479exv10wa.htm
<DESCRIPTION>EX-10.A
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<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.A</B></FONT>

<P align="center"><FONT size="2"><B>VIAD CORP<BR>
DEFERRED COMPENSATION PLAN</B><BR>
AMENDED AND RESTATED AS OF AUGUST 20, 2003
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>1.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>PURPOSE OF THE PLAN.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;31 of each calendar year.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>2.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>ADMINISTRATION OF THE PLAN.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>3.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>PARTICIPATION IN THE PLAN.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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&#146;s determination in this regard shall be conclusive
and binding.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Participants may defer incentive compensation into a cash account and,
if designated by the Committee, into a stock unit account.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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
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<P align="left"><FONT size="2">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&#146;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.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;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 (&#147;former employer&#148;) and is subsequently employed by another
employer, the Corporation or another subsidiary of the Corporation (&#147;new
employer&#148;), the former employer may agree to transfer and the new employer may
agree to assume the benefit liability reflected in such participant&#146;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.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding any other provision of the Plan, if the Corporation
effects a spin-off or other distribution to its shareholders (a &#147;Spin-off&#148;) of
any of its subsidiaries (such subsidiary, &#147;Spinco&#148;), the Spin-off shall not be
considered to result in the termination of employment of any participants who
are employed with either the Corporation and its remaining subsidiaries or with
Spinco and its subsidiaries immediately following the spinoff. Furthermore,
with respect to participants who are employed with Spinco and its subsidiaries
immediately following the Spin-off, all references in the Plan to termination
of employment shall be deemed to include employment with Spinco and its
subsidiaries; provided, that such participants shall not be eligible to
continue to defer compensation under the Plan (although they may be permitted
to do so under a successor or similar plan of Spinco).
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>4.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>REQUESTS FOR DEFERRAL.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All requests for deferral of incentive awards must be made in writing
prior to November&nbsp;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
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<P align="left"><FONT size="2">$10,000 or 25% of the incentive award. Each such request shall also
specify 1) the date (no later than the employee&#146;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 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.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>5.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>DEFERRAL AND PAYMENT OF INCENTIVE AWARDS.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall, prior to December&nbsp;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&#146;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&#146;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.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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).
</FONT>


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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>6.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>CONVERSION OF CASH ACCOUNT BALANCE.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 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
(&#147;Conversion Notice&#148;) (a)&nbsp;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&nbsp;16b-3(f) under the Securities Exchange Act of
1934) that was a disposition or (b)&nbsp;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.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>7.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>DEFERRED INCENTIVE ACCOUNT.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;A deferred incentive account shall be maintained by his employer for
each participant in the Plan, and there shall be credited to each participant&#146;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.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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&#146;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&#146;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&nbsp;31, June&nbsp;30,
September&nbsp;30, and December&nbsp;31 on Merrill Lynch Taxable Bond
Index - Long Term
Medium Quality (A3) Industrial Bonds, unless and until otherwise determined.
</FONT>


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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;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 made to the participant&#146;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&#146;s deferred compensation account on the record date for the
payment of such dividend, divided by the last closing price of the
Corporation&#146;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.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;In the event of a dividend of Common Stock declared and paid by the
Corporation, an additional credit shall be made to the participant&#146;s stock unit
account of a number of stock units equal to the number of shares of the
Corporation&#146;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.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;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.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>8.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>CHANGE OF CONTROL OR CHANGE IN CAPITALIZATION.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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&#146;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
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<P align="left"><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>9.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>DESIGNATION OF BENEFICIARY.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>10.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>NONASSIGNABILITY OF PARTICIPATION RIGHTS.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No right, interest or benefit under the Plan shall be assignable or
transferable under any circumstances other than to a participant&#146;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&#146;s debts, contracts or
engagements, and shall not be subject to attachment, garnishment, levy,
execution or other legal or equitable process.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>11.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>RIGHTS OF PARTICIPANTS.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>12.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>CLAIMS FOR BENEFITS.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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.
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>13.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>CLAIM REVIEW.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s position, shall be filed with a Committee
member no later than 60&nbsp;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&nbsp;days. The decision following the
hearing shall be made within 60&nbsp;days and shall be communicated in writing to
the claimant. If the claimant requests, the hearing may be waived, in which
case the Committee&#146;s decision shall be made within 60&nbsp;days from the date on
which the hearing is waived and shall be communicated in writing to the
claimant.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>14.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;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&#146;s prior determination
regarding the method of payment.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2"><B>15.</B></FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"><B>EFFECTIVE DATE.</B></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s Board of Directors.
</FONT>


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