-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 WozGGE0abUgOKAFysnVFvIowdbSIBo7cmjs3SG9Dk9oT3tpd/vshfPSjmQ/QAYZU
 /ibNxW02Pl1co6O1aUrXdw==

<SEC-DOCUMENT>0001299933-11-000671.txt : 20110301
<SEC-HEADER>0001299933-11-000671.hdr.sgml : 20110301
<ACCEPTANCE-DATETIME>20110301165420
ACCESSION NUMBER:		0001299933-11-000671
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20110223
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20110301
DATE AS OF CHANGE:		20110301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VIAD CORP
		CENTRAL INDEX KEY:			0000884219
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				361169950
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11015
		FILM NUMBER:		11652539

	BUSINESS ADDRESS:	
		STREET 1:		1850 NORTH CENTRAL AVE
		STREET 2:		SUITE 800
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85004-4545
		BUSINESS PHONE:		(602) 207-4000

	MAIL ADDRESS:	
		STREET 1:		1850 NORTH CENTRAL AVE
		STREET 2:		SUITE 800
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85004-4545

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DIAL CORP /DE/
		DATE OF NAME CHANGE:	19930823

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEW DIAL CORP
		DATE OF NAME CHANGE:	19921106
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_40916.htm
<DESCRIPTION>LIVE FILING
<TEXT>
<!-- CoverPageHeader start -->
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> Viad Corp (Form: 8-K) </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
<!-- Comment1 -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<P>
<!-- CoverPageHeader end --><!-- CoverPageTitle START -->
<A NAME="DOCUMENT_TOP">&nbsp;</A>
<HR NOSHADE>
<P>
<P ALIGN="CENTER">
<FONT SIZE="4">
		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
</FONT>
<BR>
<FONT SIZE="2">
	WASHINGTON, D.C. 20549
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="5">
	FORM 8-K
</FONT>
<FONT SIZE="2">

</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="3">
	CURRENT REPORT
</FONT>
</P>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
</FONT>
</P>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Date of Report (Date of Earliest Event Reported):
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	February 23, 2011
</FONT>
</TD>
</TR>
</TABLE>
<BR>
</CENTER>
<!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
<P ALIGN="CENTER"><!-- -->
<FONT SIZE="6">
	Viad Corp
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="33%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="33%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Delaware
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	001-11015
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	36-1169950
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________________<BR>
	(State or other jurisdiction
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_____________<BR>
	(Commission
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
______________<BR>
	(I.R.S. Employer
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	of incorporation)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	File Number)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Identification No.)
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	1850 N. Central Avenue, Suite 800, Phoenix, Arizona
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	85004-4545
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
_________________________________<BR>
	(Address of principal executive offices)
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
___________<BR>
	(Zip Code)
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

<TR VALIGN="BOTTOM">
<TD WIDTH="51%">
	&nbsp;
</TD>
<TD WIDTH="5%">
	&nbsp;
</TD>
<TD WIDTH="44%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	Registrant&#146;s telephone number, including area code:
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="CENTER" VALIGN="TOP">
<FONT SIZE="2">
	(602) 207-4000
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
</P></FONT><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On February 23, 2011, the Board of Directors of Viad Corp (the "Company") adopted the form of the Restricted Stock Agreement (five-year cliff vesting) for executives, pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the "Plan"). The adopted form is the same in all material respects as the form of Restricted Stock Agreement in effect under the Plan, except that the vesting period is five years rather than three years. A copy of the form of the Restricted Stock Agreement (five-year cliff vesting) for executives, effective as of February 23, 2011, is attached hereto as Exhibit 10.A, and is incorporated herein by reference.
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On February 23, 2011, the Board approved an amendment (the "Amendment") to the Company's Bylaws. The Amendment amended Section 3.5 ("Notice") of Article III of the Bylaws to provide for e-mail notice of meetings of the Board of Directors of the Company. The amended Bylaws are attached hereto as Exhibit 3, and are incorporated by reference herein.
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><!-- Item START -->
<P ALIGN="LEFT">
<FONT SIZE="2">
<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
3	-	Copy of Bylaws of Viad Corp, as amended through February 23, 2011.<br>10.A	-	Copy of form of Restricted Stock Agreement &#x2013; Executives (five-year cliff vesting),  effective as of February 23, 2011, pursuant to the 2007 Viad Corp Omnibus Incentive Plan.<br>
</FONT>
</P>
<!-- Item END -->
<BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><!-- SignatureHeader START -->
<P ALIGN="CENTER">
<FONT SIZE="2">
<B>
	SIGNATURES
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
<!-- SignatureHeader END --><!-- Signature START -->
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
<TD WIDTH="19%">
	&nbsp;
</TD>
<TD WIDTH="34%">
	&nbsp;
</TD>
<TD WIDTH="3%">
	&nbsp;
</TD>
<TD WIDTH="1%">
	&nbsp;
</TD>
<TD WIDTH="43%">
	&nbsp;
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
<FONT SIZE="2">
	Viad Corp
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
<I>
	March 1, 2011
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	By:
</I>
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	G. Michael Latta
</I>
<BR>
</FONT>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<HR SIZE="1" NOSHADE>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Name: G. Michael Latta
</I>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP">
<FONT SIZE="2">
<I>
	Title: Chief Accounting Officer - Controller
</I>
</FONT>
</TD>
</TR>
</TABLE>
</CENTER>
<!-- Signature END --><!-- PageBreak START -->
<P>
<HR NOSHADE>
<DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
<A HREF="#DOCUMENT_TOP">
<U>
<B>
<FONT SIZE="2">Top of the Form</FONT>
</B>
</U>
</A>
</DIV>
<!-- PageBreak END --><P ALIGN="CENTER">
<FONT SIZE="2">
	Exhibit&nbsp;Index
</FONT>
<CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
<TR VALIGN="BOTTOM">
<TD WIDTH="8%">
	&nbsp;
</TD>
<TD WIDTH="15%">
	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
</TR>

<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="CENTER">
<HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	3
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Copy of Bylaws of Viad Corp, as amended through February 23, 2011
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.A
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Copy of form of Restricted Stock Agreement &#x2013; Executives (five-year cliff vesting),  effective as of February 23, 2011, pursuant to the 2007 Viad Corp Omnibus Incentive Plan
</FONT>
</TD>
</TR></TABLE></CENTER><!-- HTMLFooter START -->
</BODY>
</HTML>
<!-- HTMLFooter END -->
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-3
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-3 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>EXHIBIT 3</B></FONT>



<P align="center" style="font-size: 11pt"><B>BYLAWS<BR>
OF<BR>
VIAD CORP</B>



<P align="center" style="font-size: 11pt"><B>INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE<BR>
AS AMENDED THROUGH FEBRUARY 23, 2011</B>



<P align="center" style="font-size: 11pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 11pt"><B>OFFICES AND RECORDS</B>



<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;1.1. Delaware Office. </B>The principal office of the Corporation in the State of
Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address
of its registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;1.2. Other Offices. </B>The Corporation may have such other offices, either within or
without the State of Delaware, as the Board of Directors may designate or as the business of the
Corporation may from time to time require.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;1.3. Books and Records. </B>The books and records of the Corporation may be kept at the
Corporation&#146;s headquarters in Phoenix, Arizona or at such other locations as may from time to time
be designated by the Board of Directors.


<P align="center" style="font-size: 11pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 11pt"><B>STOCKHOLDERS</B>



<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.1. Annual Meeting. </B>The annual meeting of the stockholders of the Corporation shall
be held on the third Tuesday in May of each year, if not a legal holiday, and if a legal holiday
then on the next succeeding business day, at 9:00&nbsp;a.m., local time, at the principal executive
offices of the Corporation, or at such other date, place and/or time as may be fixed by resolution
of the Board of Directors.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.2. Special Meeting. </B>Subject to the rights of the holders of the Series $4.75
Preferred Stock, without par value but with a stated value of $100 per share (the &#147;$4.75 Preferred
Stock&#148;), any series of preferred stock, par value $.01 per share (the &#147;Preferred Stock&#148;), or any
other series or class of stock as set forth in the Certificate of Incorporation of the Corporation
to elect additional directors under specified circumstances, special meetings of the stockholders
may be called only by the Chairman of the Board or by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of directors which the Corporation would have
if there were no vacancies (the &#147;Whole Board&#148;).


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.3. Place of Meeting. </B>The Board of Directors may designate the place of meeting for
any meeting of the stockholders. If no designation is made by the Board of Directors, the place of
meeting shall be the principal office of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.4. Notice of Meeting. </B>Written or printed notice, stating the place, day and hour of
the meeting and the purpose or purposes for which the meeting is called, shall be prepared and
delivered by the Corporation not less than ten days nor more than sixty days before the date of the
meeting, either personally, or by mail, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the
stock transfer books of the Corporation. Such further notice shall be given as may be required by
law. Meetings may be held without notice if all stockholders entitled to vote are present, or if
notice is waived by those not present. Any previously scheduled meeting of the stockholders may be
postponed by resolution of the Board of Directors upon public notice given prior to the time
previously scheduled for such meeting of stockholders.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.5. Quorum and Adjournment. </B>Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the voting power of the outstanding
shares of the Corporation entitled to vote generally in the election of directors (the &#147;Voting
Stock&#148;), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders,
except that when specified business is to be voted on by a class or series voting as a class, the
holders of a majority of the shares of such class or series shall constitute a quorum for the
transaction of such business. The chairman of the meeting or a majority of the voting power of the
shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not
there is such a quorum (or in the case of specified business to be voted on a class or series, the
chairman or a majority of the shares of such class or series so represented may adjourn the meeting
with respect to such specified business). No notice of the time and place of adjourned meetings
need be given except as required by law. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.6. Proxies. </B>At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or as otherwise permitted by law, or by his duly authorized
attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or his
representative at or before the time of the meeting.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.7. Notice of Stockholder Business and Nominations.</B>


<P align="left" style="font-size: 11pt; text-indent: 2%">(A)&nbsp;<I>Annual Meetings of Stockholders. </I>(1)&nbsp;Nominations of persons for election to the Board of
Directors and the proposal of other business to be considered by the stockholders may be made at an
annual meeting of stockholders (a)&nbsp;pursuant to the Corporation&#146;s notice of meeting, (b)&nbsp;by or at
the direction of the Board of Directors or (c)&nbsp;by any stockholder of the Corporation who (i)&nbsp;was a
stockholder of record at the time of giving of notice provided for in this Bylaw and at the time of
the annual meeting, (ii)&nbsp;is entitled to vote at the meeting, and (iii)&nbsp;complies with the notice
procedures set forth in this Bylaw as to such business or nomination; clause (c)&nbsp;shall be the
exclusive means for a stockholder to make nominations or submit other business (other than matters
properly brought under Rule&nbsp;14a-8 under the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;) and included in the Corporation&#146;s notice of meeting) before an annual meeting of
stockholders.


<P align="left" style="font-size: 11pt; text-indent: 2%">(2)&nbsp;Without qualification, for any nominations or any other business to be properly brought
before an annual meeting by a stockholder pursuant to Section&nbsp;2.7(A)(1)(c) of this Bylaw, the
stockholder must have given timely notice thereof in writing to the Secretary and such other
business must otherwise be a proper matter for stockholder action. To be timely, a stockholder&#146;s
notice shall be delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120<sup>th</sup> day and not later than the close of
business on the 90<sup>th</sup> day prior to the first anniversary of the preceding year&#146;s annual
meeting; <I>provided, however, </I>that in the event that the date of the annual meeting is more than 30
days before or more than 60&nbsp;days after such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the 120<sup>th</sup> day
prior to the date of such annual meeting and not later than the close of business on the later of
the 90th day prior to the date of such annual meeting or, if the first public announcement of the
date of such annual meeting is less than 100&nbsp;days prior to the date of such annual meeting, the
10th day following the day on which public announcement of the date of such meeting is first made
by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the
announcement thereof commence a new time period for the giving of a stockholder&#146;s notice as
described above. To be in proper form, a stockholder&#146;s notice (whether given pursuant to this
Section&nbsp;2.7(A)(2) of this Bylaw or Section&nbsp;2.7(B) of this Bylaw) to the Secretary must: (a)&nbsp;set
forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i)&nbsp;the name and address of such stockholder, as they appear on
the Corporation&#146;s books, and of such beneficial owner, if any, (ii) (A)&nbsp;the class or series and
number of shares of the Corporation which are, directly or indirectly, owned beneficially and of
record by such stockholder and such beneficial owner, (B)&nbsp;any option, warrant, convertible
security, stock appreciation right, or similar right with an exercise or conversion privilege or a
settlement payment or mechanism at a price related to any class or series of shares of the
Corporation or with a value derived in whole or in part from the value of any class or series of
shares of the Corporation, whether or not such instrument or right shall be subject to settlement
in the underlying class or series of capital stock of the Corporation or otherwise (a &#147;Derivative
Instrument&#148;) directly or indirectly owned beneficially by such stockholder and any other direct or
indirect opportunity to profit or share in any profit derived from any increase or decrease in the
value of shares of the Corporation, (C)&nbsp;any proxy, contract, arrangement, understanding, or
relationship pursuant to which such stockholder has a right to vote any shares of any security of
the Company, (D)&nbsp;any short interest in any security of the Company (for purposes of this Bylaw a
person shall be deemed to have a short interest in a security if such person directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the
opportunity to profit or share in any profit derived from any decrease in the value of the subject
security), (E)&nbsp;any rights to dividends on the shares of the Corporation owned beneficially by such
stockholder that are separated or separable from the underlying shares of the Corporation, (F)&nbsp;any
proportionate interest in shares of the Corporation or Derivative Instruments held, directly or
indirectly, by a general or limited partnership in which such stockholder is a general partner or,
directly or indirectly, beneficially owns an interest in a general partner and (G)&nbsp;any
performance-related fees (other than an asset-based fee) that such stockholder is entitled to based
on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if
any, as of the date of such notice, including without limitation any such interests held by members
of such stockholder&#146;s immediate family sharing the same household (which information shall be
supplemented by such stockholder and beneficial owner, if any, not later than 10&nbsp;days after the
record date for the meeting to disclose such ownership as of the record date), and (iii)&nbsp;any other
information relating to such stockholder and beneficial owner, if any, that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a
contested election pursuant to Section&nbsp;14 of the Exchange Act and the rules and regulations
promulgated thereunder; (b)&nbsp;if the notice relates to any business other than a nomination of a
director or directors that the stockholder proposes to bring before the meeting, set forth (i)&nbsp;a
brief description of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest of such stockholder and
beneficial owner, if any, in such business and (ii)&nbsp;a description of all agreements, arrangements
and understandings between such stockholder and beneficial owner, if any, and any other person or
persons (including their names) in connection with the proposal of such business by such
stockholder; (c)&nbsp;set forth, as to each person, if any, whom the stockholder proposes to nominate
for election or reelection to the Board of Directors (i)&nbsp;all information relating to such person
that would be required to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors in a contested election pursuant
to Section&nbsp;14 of the Exchange Act and the rules and regulations promulgated thereunder (including
such person&#146;s written consent to being named in the proxy statement as a nominee and to serving as
a director if elected) and (ii)&nbsp;a description of all direct and indirect compensation and other
material monetary agreements, arrangements and understandings during the past three years, and any
other material relationships, between or among such stockholder and beneficial owner, if any, and
their respective affiliates and associates, or others acting in concert therewith, on the one hand,
and each proposed nominee, and his or her respective affiliates and associates, or others acting in
concert therewith, on the other hand, including, without limitation all information that would be
required to be disclosed pursuant to Rule&nbsp;404 promulgated under Regulation&nbsp;S-K if the stockholder
making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or
any affiliate or associate thereof or person acting in concert therewith, were the &#147;registrant&#148; for
purposes of such rule and the nominee were a director or executive officer of such registrant; and
(d)&nbsp;with respect to each nominee for election or reelection to the Board of Directors, include a
completed and signed questionnaire, representation and agreement required by Section&nbsp;2.8 of these
Bylaws. The Corporation may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such proposed nominee to
serve as an independent director of the Corporation or that could be material to a reasonable
stockholder&#146;s understanding of the independence, or lack thereof, of such nominee.


<P align="left" style="font-size: 11pt; text-indent: 2%">(3)&nbsp;Notwithstanding anything in the second sentence of Section&nbsp;2.7(A)(2) of this Bylaw to the
contrary, in the event that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement by the Corporation naming all of the nominees for
director or specifying the size of the increased Board of Directors at least 100&nbsp;days prior to the
first anniversary of the preceding year&#146;s annual meeting, a stockholder&#146;s notice required by this
Bylaw shall also be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day following the day
on which such public announcement is first made by the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 2%">(B)&nbsp;<I>Special Meetings of Stockholders. </I>Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation&#146;s
notice of meeting. Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to the Corporation&#146;s
notice of meeting (a)&nbsp;by or at the direction of the Board of Directors or (b)&nbsp;provided that the
Board of Directors has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who (i)&nbsp;is a stockholder of record at the time of giving of notice
provided for in this Bylaw and at the time of the special meeting, (ii)&nbsp;is entitled to vote at the
meeting, and (iii)&nbsp;complies with the notice procedures set forth in this Bylaw as to such
nomination. In the event the Corporation calls a special meeting of stockholders for the purpose
of electing one or more directors to the Board of Directors, any such stockholder may nominate a
person or persons (as the case may be) for election to such position(s) as specified in the
Corporation&#146;s notice of meeting, if the stockholder&#146;s notice required by Section&nbsp;2.7(A)(2) of this
Bylaw with respect to any nomination (including the completed and signed questionnaire,
representation and agreement required by Section&nbsp;2.8 of these Bylaws) shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than the close of
business on the 120<sup>th</sup> day prior to the date of such special meeting and not later than
the close of business on the later of the 90th day prior to the date of such special meeting or, if
the first public announcement of the date of such special meeting is less than 100&nbsp;days prior to
the date of such special meeting, the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall any adjournment or postponement of a
special meeting or the announcement thereof commence a new time period for the giving of a
stockholder&#146;s notice as described above.


<P align="left" style="font-size: 11pt; text-indent: 2%">(C)&nbsp;<I>General </I>(1)&nbsp;Only such persons who are nominated in accordance with the procedures set
forth in this Bylaw shall be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the meeting was made
or proposed, as the case may be, in accordance with the procedures set forth in this Bylaw and, if
any proposed nomination or business is not in compliance with this Bylaw, to declare that such
defective proposal or nomination shall be disregarded.


<P align="left" style="font-size: 11pt; text-indent: 2%">(2)&nbsp;For purposes of this Bylaw, &#147;public announcement&#148; shall mean disclosure in a press release
reported by a national news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections&nbsp;13, 14 or 15(d) of the Exchange Act and the
rules and regulations promulgated thereunder.


<P align="left" style="font-size: 11pt; text-indent: 2%">(3)&nbsp;Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw; provided, however, that any references in these
Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not
limit the requirements applicable to nominations or proposals as to any other business to be
considered pursuant to Section&nbsp;2.7(A)(1)(c) or Section&nbsp;2.7(B) of this Bylaw. Nothing in this Bylaw
shall be deemed to affect any rights (i)&nbsp;of stockholders to request inclusion of proposals in the
Corporation&#146;s proxy statement pursuant to Rule&nbsp;14a-8 under the Exchange Act or (ii)&nbsp;of the holders
of any series of Preferred Stock if and to the extent provided for under law, the Certificate of
Incorporation or these Bylaws.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.8</B>. <B>Submission of Questionnaire, Representation and Agreement. </B>To be eligible to be
a nominee for election or reelection as a director of the Corporation, a person must deliver (in
accordance with the time periods prescribed for delivery of notice under Section&nbsp;2.7 of these
Bylaws) to the Secretary at the principal executive offices of the Corporation a written
questionnaire with respect to the background and qualification of such person and the background of
any other person or entity on whose behalf the nomination is being made (which questionnaire shall
be provided by the Secretary upon written request) and a written representation and agreement (in
the form provided by the Secretary upon written request) that such person (A)&nbsp;is not and will not
become a party to (1)&nbsp;any agreement, arrangement or understanding with, and has not given any
commitment or assurance to, any person or entity as to how such person, if elected as a director of
the Corporation, will act or vote on any issue or question (a &#147;Voting Commitment&#148;) that has not
been disclosed to the Corporation or (2)&nbsp;any Voting Commitment that could limit or interfere with
such person&#146;s ability to comply, if elected as a director of the Corporation, with such person&#146;s
fiduciary duties under applicable law, (B)&nbsp;is not and will not become a party to any agreement,
arrangement or understanding with any person or entity other than the Corporation with respect to
any direct or indirect compensation, reimbursement or indemnification in connection with service or
action as a director that has not been disclosed therein, and (C)&nbsp;in such person&#146;s individual
capacity and on behalf of any person or entity on whose behalf the nomination is being made would
be in compliance, if elected as a director of the Corporation and will comply with all applicable
publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership
and trading policies and guidelines of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.9. Procedure for Election of Directors. </B>Election of directors at all meetings of
the stockholders at which directors are to be elected shall be by written ballot, and, except as
otherwise set forth in the Certificate of Incorporation with respect to the right of the holders of
the $4.75 Preferred Stock, any series of Preferred Stock or any other series or class of stock to
elect additional directors under specified circumstances, by a majority of the votes cast thereat
as provided in Article&nbsp;III, Section&nbsp;3.10. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all matters submitted to the stockholders at any meeting shall be
decided by a majority of the votes cast with respect thereto.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.10. Inspectors of Elections; Opening and Closing the Polls.</B>


<P align="left" style="font-size: 11pt; text-indent: 2%">(A)&nbsp;The Board of Directors by resolution shall appoint one or more inspectors, which inspector
or inspectors may include individuals who serve the Corporation in other capacities, including,
without limitation, as officers, employees, agents or representatives of the Corporation, to act at
the meeting and make a written report thereof. One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at
a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and according to the best of
his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law
of the State of Delaware.


<P align="left" style="font-size: 11pt; text-indent: 2%">(B)&nbsp;The chairman of the meeting shall fix and announce at the meeting the date and time of the
opening and the closing of the polls for each matter upon which the stockholders will vote at a
meeting.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;2.11. No Stockholder Action by Written Consent. </B>Subject to the rights of the holders
of the $4.75 Preferred Stock, any series of Preferred Stock or any other series or class of stock
as set forth in the Certificate of Incorporation to elect additional directors under specific
circumstances, any action required or permitted to be taken by the stockholders of the Corporation
must be effected at an annual or special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by such stockholders.


<P align="center" style="font-size: 11pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 11pt"><B>BOARD OF DIRECTORS</B>



<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.1. General Powers. </B>The business and affairs of the Corporation shall be managed by
or under the direction of its Board of Directors. In addition to the powers and authorities by
these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law or by the Certificate of
Incorporation or by these Bylaws required to be exercised or done by the stockholders.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.2. Number, Tenure and Qualifications. </B>Subject to the rights of the holders of the
$4.75 Preferred Stock, any series of Preferred Stock, or any other series or class of stock as set
forth in the Certificate of Incorporation, to elect directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted
by a majority of the Whole Board, but shall consist of not more than seventeen nor less than three
directors. The directors, other than those who may be elected by the holders of the $4.75
Preferred Stock, any series of Preferred Stock, or any other series or class of stock as set forth
in the Certificate of Incorporation, shall be divided, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as possible, with the term of
office of the first class to expire at the 1992 annual meeting of stockholders, the term of office
of the second class to expire at the 1993 annual meeting of stockholders and the term of office of
the third class to expire at the 1994 annual meeting of stockholders. Each director shall hold
office until his or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the 1992 annual meeting, (i)&nbsp;directors elected to succeed
those directors whose terms then expire shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their election, with each director to hold
office until his or her successor shall have been duly elected and qualified, and (ii)&nbsp;if
authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy
on the Board of Directors, regardless of how such vacancy shall have been created.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.3. Regular Meetings. </B>A regular meeting of the Board of Directors shall be held
without other notice than this Bylaw immediately after, and at the same place as, each annual
meeting of stockholders. The Board of Directors may, by resolution, provide the time and place for
the holding of additional regular meetings without other notice than such resolution.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.4. Special Meetings. </B>Special meetings of the Board of Directors shall be called at
the request of the Chairman of the Board, the President and Chief Executive Officer or a majority
of the Board of Directors. The person or persons authorized to call special meetings of the Board
of Directors may fix the place and time of the meetings.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.5. Notice. </B>Notice of any special meeting shall be given to each director at his
business or residence in writing, e-mail, by telegram or by telephone communication. If mailed,
such notice shall be deemed adequately delivered when deposited in the United States mails so
addressed, with postage thereon prepaid, at least five days before such meeting. If by telegram,
such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph
company at least twenty-four hours before such meeting. If by e-mail or facsimile transmission,
such notice shall be transmitted at least twenty-hours before such meeting. If by telephone, the
notice shall be given at least twelve hours prior to the time set for the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as
provided under Section&nbsp;7.1 of Article&nbsp;VII hereof. A meeting may be held at any time without notice
if all the directors are present or if those not present waive notice of the meeting in writing,
either before or after such meeting.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.6. Quorum. </B>A whole number of directors equal to at least a majority of the Whole
Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board
of Directors there shall be less than a quorum present, a majority of the directors present may
adjourn the meeting from time to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of the Board of
Directors. The directors present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.7. Vacancies. </B>Subject to the rights of the holders of the $4.75 Preferred Stock,
any series of Preferred Stock or any other series or class of stock, as set forth in the
Certificate of Incorporation, to elect additional directors under specified circumstances, and
unless the Board of Directors otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly created directorships
resulting from any increase in the authorized number of directors, may be filled only by the
affirmative vote of a majority of the remaining directors, though less than a quorum of the Board
of Directors, and directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of office of the class to which they have been elected expires
and until such director&#146;s successor shall have been duly elected and qualified. No decrease in the
number of authorized directors constituting the Whole Board shall shorten the term of any incumbent
director.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.8. Chairman of the Board. </B>The Board of Directors may elect from its members a
Chairman of the Board of Directors. If a Chairman of the Board of Directors has been elected and
is present, such Chairman shall preside at all meetings of the Board of Directors and stockholders.
The Chairman of the Board shall have such other powers and perform such other duties as the Board
of Directors may determine, including (if the Chairman of the Board is not the Chief Executive
Officer) providing advice and counsel to the Chief Executive Officer and other members of senior
management in areas such as corporate and strategic planning and policy, mergers and acquisitions,
investor relations and other areas requested by the Board of Directors. Except where by law the
signature of the Chief Executive Officer or President is required, the Chairman of the Board of
Directors shall possess, where duly authorized by the Board of Directors, the same power as the
Chief Executive Officer or President to sign all certificates, contracts, and other instruments of
the Corporation. The Chairman of the Board of Directors shall make reports to the Board of
Directors and shall perform all such other duties as are properly required of the Chairman by the
Board of Directors.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.9. Removal. </B>Subject to the rights of the holders of the $4.75 Preferred Stock, any
series of Preferred Stock or any other series or class of stock, as set forth in the Certificate of
Incorporation, to elect additional directors under specified circumstances, any director, or the
entire Board of Directors, may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least 80&nbsp;percent of the voting power of the then
outstanding Voting Stock, voting together as a single class.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;3.10 Majority Voting. </B>Except as provided in Section&nbsp;3.7 of this Article, each
director shall be elected by the vote of the majority of the votes cast with respect to the
director at any meeting for the election of directors at which a quorum is present, provided that
if the number of nominees exceeds the number of directors to be elected, the directors shall be
elected by the vote of a plurality of the shares represented in person or by proxy at any such
meeting and entitled to vote on the election of directors. For purposes of this Section, a
majority of the votes cast means that the number of shares voted &#147;for&#148; a director must exceed 50%
of the votes cast with respect to that director. If a director is not elected, the director shall
offer to tender his or her resignation to the Board. The Corporate Governance and Nominating
Committee will make a recommendation to the Board on whether to accept or reject the resignation,
or whether other action should be taken. The Board will act on the Committee&#146;s recommendation and
publicly disclose its decision and the rationale behind it within 90&nbsp;days from the date of the
certification of the election results. The director who tenders his or her resignation will not
participate in the Board&#146;s decision.


<P align="center" style="font-size: 11pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 11pt"><B>OFFICERS</B>



<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;4.1. Elected Officers. </B>The elected officers of the Corporation shall be a President
and Chief Executive Officer, a Secretary, a Treasurer, and such other officers as the Board of
Directors from time to time may deem proper. The Chairman of the Board shall be chosen from the
directors. All officers chosen by the Board of Directors shall each have such powers and duties as
generally pertain to their respective offices, subject to the specific provisions of this Article
IV. Such officers shall also have such powers and duties as from time to time may be conferred by
the Board of Directors or by any committee thereof.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;4.2. Election and Term of Office. </B>The elected officers of the Corporation shall be
elected annually by the Board of Directors at the regular meeting of the Board of Directors held
after each annual meeting of the stockholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as convenient. Subject to Section&nbsp;4.7
of these Bylaws, each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;4.3. President and Chief Executive Officer. </B>The President and Chief Executive Officer
shall be responsible for the general management of the affairs of the Corporation and shall perform
all duties incident to his office that may be required by law and all such other duties as are
properly required of him by the Board of Directors. The President and Chief Executive Officer
shall make reports to the Board of Directors, and shall perform all such other duties as are
properly required of him by the Board of Directors, and shall see that all orders and resolutions
of the Board of Directors and of any committee thereof are carried into effect. The President and
Chief Executive Officer may sign, alone or with the Secretary, or an Assistant Secretary, or any
other proper officer of the Corporation authorized by the Board of Directors, certificates,
contracts, and other instruments of the Corporation as authorized by the Board of Directors.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;4.4. Secretary. </B>The Secretary shall give, or cause to be given, notice of all
meetings of stockholders and Directors and all other notices required by law or by these Bylaws,
and in case of his absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chairman of the Board or the President and Chief Executive
Officer, or by the Board of Directors, upon whose request the meeting is called as provided in
these Bylaws. He shall record all the proceedings of the meetings of the Board of Directors, any
committees thereof and the stockholders of the Corporation in a book to be kept for that purpose,
and shall perform such other duties as may be assigned to him by the Board of Directors, the
Chairman of the Board or the President and Chief Executive Officer. He shall have the custody of
the seal of the Corporation and may affix the same to all instruments requiring it, and attest to
the same.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;4.5. Treasurer. </B>The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate account of receipts and disbursements in books
belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the
name and to the credit of the Corporation in such depositaries as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, the Chairman of the Board, or the President and Chief Executive Officer, taking
proper vouchers for such disbursements. The Treasurer shall render to the Chairman of the Board,
the President and Chief Executive Officer and the Board of Directors, whenever requested, an
account of all his transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a bond for the
faithful discharge of his duties in such amount and with such surety as the Board of Directors
shall prescribe.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;4.6. Removal. </B>Any officer elected by the Board of Directors may be removed by a
majority of the members of the Whole Board whenever, in their judgment, the best interests of the
Corporation would be served thereby. No elected officer shall have any contractual rights against
the Corporation for compensation by virtue of such election beyond the date of the election of his
successor, his death, his resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or an employee plan.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;4.7. Vacancies. </B>A newly created office and a vacancy in any office because of death,
resignation, or removal may be filled by the Board of Directors for the unexpired portion of the
term at any meeting of the Board of Directors.


<P align="center" style="font-size: 11pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 11pt"><B>STOCK CERTIFICATES AND TRANSFERS</B>



<P align="left" style="font-size: 11pt; text-indent: 4%"><B>Section&nbsp;5.1. Stock Certificates and Transfers</B>


<P align="left" style="font-size: 11pt; text-indent: 4%">(A)&nbsp;The interest of each stockholder of the Corporation shall be evidenced by certificates for
shares of stock in such form as the appropriate officers of the Corporation may from time to time
prescribe, provided, that the Board of Directors may provide by resolution or resolutions that some
or all of any or all classes or series of the stock of the Corporation shall be uncertificated
shares. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder
of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the
corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President and Chief
Executive Officer or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation representing the number of shares registered
in certificate form. Except as otherwise expressly provided by law, the rights and obligations of
the holders of uncertificated stock and the rights and obligations of the holders of certificates
representing stock of the same class and series shall be identical.


<P align="left" style="font-size: 11pt; text-indent: 4%">(B)&nbsp;The certificates of stock shall be signed, countersigned and registered in such manner as
the Board of Directors may by resolution prescribe, which resolution may permit all or any of the
signatures on such certificates to be in facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased
to be such officer, transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.


<P align="left" style="font-size: 11pt; text-indent: 4%">(C)&nbsp;The shares of the stock of the Corporation represented by certificates shall be
transferred on the books of the Corporation by the holder thereof in person or by his attorney,
upon surrender for cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the
authenticity of the signature as the corporation or its agents may reasonably require. Upon
receipt of proper transfer instructions from the registered owner of uncertificated shares such
uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send to the registered owner thereof a
written notice containing the information required to be set forth or stated on certificates
pursuant to the Delaware General Corporation Law or, unless otherwise provided by the Delaware
General Corporation Law, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B>Section&nbsp;5.2. Lost, Stolen, or Destroyed Certificates. </B>No Certificate for shares or
uncertificated shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss,
destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon
such terms and secured by such surety, as the Board of Directors or any financial officer may in
its or his discretion require.


<P align="center" style="font-size: 11pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 11pt"><B>MISCELLANEOUS PROVISIONS</B>



<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.1. Fiscal Year. </B>The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty-first day of December of each year.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.2. Dividends. </B>The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Restated Certificate of Incorporation.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.3. Seal. </B>The corporate seal shall be in circular form and shall have inscribed
thereon the name of the Corporation and the words &#147;Corporate Seal&#151;Delaware.&#148;


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.4. Waiver of Notice. </B>Whenever any notice is required to be given to any stockholder
or director of the Corporation under the provisions of the General Corporation Law of the State of
Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting
of the stockholders of the Board of Directors need be specified in any waiver of notice of such
meeting.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.5. Audits. </B>The accounts, books and records of the Corporation shall be audited upon
the conclusion of each fiscal year by an independent certified public accountant appointed by the
Audit Committee of the Board of Directors, and it shall be the duty of the Board of Directors to
cause such audit to be made annually.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.6. Resignations. </B>Any director or any officer, whether elected or appointed, may
resign at any time by serving written notice of such resignation on the Chairman of the Board, the
President and Chief Executive Officer or the Secretary, and such resignation shall be deemed to be
effective as of the close of business on the date said notice is received by the Chairman of the
Board, the President and Chief Executive Officer, or the Secretary or at such later date as is
stated therein. No formal action shall be required of the Board of Directors or the stockholders to
make any such resignation effective.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.7. Indemnification and Insurance. </B>(A)&nbsp;Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a &#147;proceeding&#148;), by reason of the fact that
he or she or a person of whom he or she is the legal representative is or was a director, officer
or employee of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of any other corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, whether the
basis of such proceeding is alleged action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation to provide prior to
such amendment), against all expense, liability and loss (including, without limitation, attorneys&#146;
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators; <I>provided, however, </I>that
except as provided in paragraph (B)&nbsp;of this Bylaw with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 2%">(B)&nbsp;If a claim under paragraph (A)&nbsp;of this Bylaw is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of the State of Delaware,
nor an actual determination by the Corporation (including its Board of Directors, independent legal
counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that the claimant has not met the applicable
standard of conduct.


<P align="left" style="font-size: 11pt; text-indent: 2%">(C)&nbsp;Following any &#147;change in control&#148; of the Corporation of the type required to be reported
under Item&nbsp;1 of Form 8-K promulgated under the Exchange Act, any determination as to entitlement to
indemnification shall be made by independent legal counsel selected by the claimant, which
independent legal counsel shall be retained by the Board of Directors on behalf of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 2%">(D)&nbsp;The right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Bylaw shall not be exclusive of
any other right which any person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.


<P align="left" style="font-size: 11pt; text-indent: 2%">(E)&nbsp;The Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware.


<P align="left" style="font-size: 11pt; text-indent: 2%">(F)&nbsp;The Corporation may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in
defending any proceeding in advance of its final disposition, to any agent of the Corporation to
the fullest extent of the provisions of this Bylaw with respect to the indemnification and
advancement of expenses of directors, officers and employees of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 2%">(G)&nbsp;The right to indemnification conferred in this Bylaw shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; <I>provided, however, </I>that if the General Corporation
Law of the State of Delaware requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf
of such director or officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this Bylaw or otherwise.


<P align="left" style="font-size: 11pt; text-indent: 2%">(H)&nbsp;Any amendment or repeal of this Article&nbsp;VI shall not adversely affect any right or
protection existing hereunder in respect of any act or omission occurring prior to such amendment
or repeal.


<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;6.8. Election not to be subject to Arizona Control Share Acquisitions Statute. </B>The
Corporation elects not to be subject to Title 10, Chapter&nbsp;23, Article&nbsp;2 of the Arizona Revised
Statutes, relating to &#147;Control Share Acquisitions.&#148;


<P align="center" style="font-size: 11pt"><B>ARTICLE VII</B>



<P align="center" style="font-size: 11pt"><B>AMENDMENTS</B>



<P align="left" style="font-size: 11pt; text-indent: 2%"><B>Section&nbsp;7.1. Amendments. </B>These Bylaws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice of the proposed change
was given in the notice of the meeting and, in the case of a meeting of the Board of Directors, in
a notice given no less than twenty-four hours prior to the meeting; <I>provided, however, </I>that, in the
case of amendments by stockholders, notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of stock required by law, the
Certificate of Incorporation or these Bylaws, the affirmative vote of the holders of at least 80
percent of the voting power of the then outstanding Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal any provision of these Bylaws.



<P align="center" style="font-size: 10pt; display: none">




<!-- v.121908 -->
</BODY>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-10.A
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-10.A </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>Exhibit&nbsp;10.A</B></FONT>



<P align="center" style="font-size: 11pt"><B>VIAD CORP<BR>
2007 OMNIBUS INCENTIVE PLAN<BR>
RESTRICTED STOCK AGREEMENT  &#151; EXECUTIVES<BR>
Effective as of February&nbsp;23, 2011</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Shares of Restricted Stock are hereby awarded by Viad Corp (Corporation), a Delaware
corporation, effective <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 200<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, to <U><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></U> (Employee) in accordance with the
following terms and conditions:


<P align="left" style="font-size: 11pt; text-indent: 4%">1.&nbsp;<U><B>Share Award.</B></U> The Corporation hereby awards the Employee <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> Shares (Shares)
of Common Stock, par value $1.50 per share (Common Stock) of the Corporation pursuant to the 2007
Viad Corp Omnibus Incentive Plan (Plan), subject to the terms, conditions, and restrictions of such
Plan and as hereinafter set forth.


<P align="left" style="font-size: 11pt; text-indent: 4%">2.&nbsp;<U><B>Restrictions on Transfer and Restriction Period.</B></U> During the period commencing on
the effective date hereof (Commencement Date) and terminating 5&nbsp;years thereafter (Restriction
Period), the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the
Employee, except as hereinafter provided. The Restriction Period shall lapse and full ownership of
Shares will vest at the end of the Restriction Period, subject to forfeiture and repayment pursuant
to paragraph 4.


<P align="left" style="font-size: 11pt">The Board of Directors (Board) shall have the authority, in its discretion, to accelerate the time
at which any or all of the restrictions shall lapse with respect to any Shares, prior to the
expiration of the Restriction Period with respect thereto, or to remove any or all of such
restrictions, whenever the Board may determine that such action is appropriate by reason of change
in applicable tax or other law, or other change in circumstances.


<P align="left" style="font-size: 11pt; text-indent: 4%">3.&nbsp;<U><B>Restrictive Covenants</B></U><B>. </B>Unless a Change of Control (as defined in the Plan) shall
have occurred after the date hereof, in order to better protect the goodwill of the Corporation and
its Affiliates and to prevent the disclosure of the Corporation&#146;s or its Affiliates&#146; trade secrets
and confidential information and thereby help insure the long-term success of the business,
Employee, without prior written consent of the Corporation, will not engage in certain conduct as
outlined in this paragraph 3:


<P align="left" style="font-size: 11pt; text-indent: 5%">(a)&nbsp;<B>Non-Competition. </B>During Employee&#146;s employment with the Corporation or any of its
Affiliates, and for a period of eighteen (18)&nbsp;months following termination of Employee&#146;s employment
with the Corporation or any of its Affiliates, Employee will not engage in any activity or provide
any services, whether as a director, manager, supervisor, employee, adviser, agent, consultant,
owner of more than five (5)&nbsp;percent of any enterprise or otherwise, in connection with the
manufacture, development, advertising, promotion, design, or sale of any service or product which
is the same as or similar to or competitive with any services or products of the Corporation or its
Affiliates (including both existing services or products as well as services or products known to
the Employee, as a consequence of Employee&#146;s employment with the Corporation or one of its
Affiliates, to be in development):


<P align="left" style="font-size: 11pt; text-indent: 11%">(i)&nbsp;with respect to which Employee&#146;s work has been directly concerned at any time during the
two (2)&nbsp;years preceding termination of employment with the Corporation or one of its Affiliates, or


<P align="left" style="font-size: 11pt; text-indent: 11%">(ii)&nbsp;with respect to which during that period of time Employee, as a consequence of Employee&#146;s
job performance and duties, acquired knowledge of trade secrets or other confidential information
of the Corporation or its Affiliates. For purposes of the provisions of paragraph 3(a), it shall
be conclusively presumed that Employee has knowledge of information he or she was directly exposed
to through actual receipt or review of memos or documents containing such information, or through
actual attendance at meetings at which such information was discussed or disclosed.


<P align="left" style="font-size: 11pt; text-indent: 5%">(b)&nbsp;<B>Non-Solicitation of Customers</B>. During Employee&#146;s employment with the Corporation or any
of its affiliates, and for a period of eighteen (18)&nbsp;months following termination of Employee&#146;s
employment with the Corporation, Employee will not on behalf of any Competitor, solicit business
from any Client of the Corporation that Employee serviced during Employee&#146;s employment with the
Corporation (the &#147;Restricted Clients&#148;). &#147;Client&#148; means any individual, person, business or entity
that has consumed, obtained, retained and/or purchased any services or products offered or sold by
the Corporation or any of its Affiliates during Employee&#146;s employment, and any individual, person,
business or entity or that has been solicited by Employee to consume, obtain, retain or purchase
the services or products offered or sold by the Corporation or any of its affiliates. &#147;Competitor&#148;
means any person or organization engaged (or about to become engaged) in research, development,
marketing, selling, or servicing with respect to any product or service which is the same as,
similar to, or competes with any product, process or service of the Corporation or its Affiliates
(including both existing services or products as well as services or products known to the
Employee, as a consequence of Employee&#146;s employment with the Corporation or one of its Affiliates,
to be in development).


<P align="left" style="font-size: 11pt; text-indent: 5%">(c)&nbsp;<B>Non-Solicitation of Employees. </B>During Employee&#146;s employment with the Corporation and for
eighteen (18)&nbsp;months immediately following termination of such employment for any reason, Employee
will not, on behalf of himself or herself, or on behalf of any other person, firm, corporation, or
entity, directly or indirectly (a)&nbsp;solicit for employment, or otherwise seek to employ, retain,
divert or take away any of the agents, representatives or employees of the Corporation with whom
Employee had contact or about whom Employee had access to information in the course of Employee&#146;s
employment with the Corporation, (b)&nbsp;or in any other way assist or facilitate any such employment,
solicitation or retention effort.


<P align="left" style="font-size: 11pt; text-indent: 5%">(d)&nbsp;<B>Remedies and Governing Law.</B>


<P align="left" style="font-size: 11pt; text-indent: 7%">(i)&nbsp;<B>Injunctive Relief, Damages and Forfeiture. </B>Employee understands and agrees that the
Corporation&#146;s remedy for violation of the restrictions contained in paragraphs (a), (b)&nbsp;and/or (c)
above is <I>not </I>limited to a requirement that Employee repay any awards granted to Employee under the
Plan. Rather, in the event Employee breaches the terms of the restrictive covenants contained in
paragraphs3 (a), 3(b) and/or 3(c) above, the Corporation will be entitled to seek and obtain any or
all of the following remedies against Employee:


<P align="left" style="font-size: 11pt; text-indent: 11%">(1)&nbsp;<B>Injunctive Relief. </B>In the event that Employee breaches, or the Corporation reasonably
believes that Employee is about to breach, any of the covenants of paragraphs 3(a), 3(b) and/or
3(c) above, Employee recognizes that the Corporation will suffer immediate and irreparable harm and
that money damages alone will not be adequate to compensate the Corporation or its Affiliates.
Accordingly, Employee agrees that the Corporation will be entitled to temporary, preliminary and/or
permanent injunctive relief enforcing the terms of paragraphs 3(a), 3(b) and/or 3(c) above.


<P align="left" style="font-size: 11pt; text-indent: 11%">(2)&nbsp;<B>Damages. </B>In the event that Employee breaches any of the covenants of paragraphs 3(a),
3(b) and/or 3(c) above, Employee agrees that the Corporation will be entitled to compensatory
damages in an amount necessary to compensate the Corporation for any harm that is not adequately
redressed or prevented by injunctive relief.


<P align="left" style="font-size: 11pt; text-indent: 11%">(3)&nbsp;<B>Forfeiture and Repayment. </B>In the event Employee breaches any of the covenants of
paragraphs 3(a), 3(b) and/or 3(c) above, Employee agrees and understands that the Corporation may
require Employee to repay certain awards that have been granted under the Plan, as is more fully
set forth in paragraph 4 below.


<P align="left" style="font-size: 11pt; text-indent: 8%">(ii)&nbsp;<B>Governing Law. </B>The restrictions set forth in paragraphs 3(a), 3(b) and/or 3(c) will be
governed by, construed, interpreted, and their validity determined, under the law of the State of
Delaware.


<P align="left" style="font-size: 11pt; text-indent: 4%">4.&nbsp;<U><B>Forfeiture and Repayment Provisions.</B></U>


<P align="left" style="font-size: 11pt; text-indent: 5%">(a)&nbsp;<U><B>Termination of Employment.</B></U> Except as provided in this paragraph 4, section (a)
and in paragraph 9 below or as otherwise may be determined by the Board, if the Employee ceases to
be an Employee of the Corporation or any of its Affiliates (as defined in the Plan) for any reason,
all Shares which at the time of such termination of employment are subject to the restrictions
imposed by paragraph 2 above shall upon such termination of employment be forfeited and returned to
the Corporation. Except as otherwise specifically determined by the Human Resources Committee in
its absolute discretion on a case by case basis, if the Employee is terminated by the Corporation
or any of its Affiliates for any reason (other than for Cause, as defined below, or for failure to
meet performance expectations, as determined by the Chief Executive Officer of the Corporation), or
if the Employee ceases to be an employee of the Corporation or any of its Affiliates by reason of
death or total or partial disability, full ownership of the Shares will occur to the extent not
previously earned, upon lapse of the Restriction Period as set forth in paragraph 2, provided in
every case, that Employee, upon request of the Corporation, shall execute a Separation Agreement
and Release in connection with termination of his or her employment, such agreement to be in form
and substance satisfactory to the Corporation in its absolute discretion. As used herein, the term
&#147;Cause&#148; means (1)&nbsp;the conviction of a participant for committing a felony under federal law or the
law of the state in which such action occurred, (2)&nbsp;dishonesty in the course of fulfilling a
participant&#146;s employment duties or (3)&nbsp;willful and deliberate failure on the part of a participant
to perform his employment duties in any material respect, or such other events as will be
determined by the Committee. The Committee will have the sole discretion to determine whether
&#147;Cause&#148; exists, and its determination will be final.


<P align="left" style="font-size: 11pt">If the Employee ceases to be an employee of the Corporation or any of its Affiliates by reason of
normal or early retirement, full ownership of the Shares will occur upon lapse of the Restriction
Period as set forth in paragraph 2 and dividends will be paid through such period, in each case on
a pro-rata basis, calculated based on the percentage of time such Employee was employed by the
Corporation or any of its Affiliates from the Commencement Date through the date the Employee
ceases to be an employee of the Corporation or any of its Affiliates; provided, however, that full
ownership of the Shares (versus pro rata ownership) will occur upon lapse of such Restriction
Period if the Employee has reached age 60 at the time of retirement and such retirement is at least
2&nbsp;years subsequent to the date of grant, or such retirement is at least 6&nbsp;months subsequent to the
date of grant and Employee has retired due to unforeseen hardship or circumstances beyond the
control of Employee, as reasonably determined by the Human Resources Committee of the Board, in its
absolute discretion, and further provided however in every case, that Employee, upon request of the
Corporation, shall execute a Separation Agreement and Release in connection with termination of his
or her employment by reason of normal or early retirement, such agreement to be in form and
substance satisfactory to the Corporation in its absolute discretion.


<P align="left" style="font-size: 11pt; text-indent: 5%">(b)&nbsp;<U><B>Violations of Paragraph&nbsp;</B><B>3(a)</B><B>, </B><B>3(b)</B><B> and/or 3(c)</B></U><B>.</B>


<P align="left" style="font-size: 11pt; text-indent: 7%">(i)&nbsp;In addition to any other remedy at law or in equity, all Shares subject to the
restrictions imposed by paragraph 2 above shall be forfeited and returned to the Corporation, if
Employee engages in any conduct agreed to be avoided pursuant to the provisions of paragraph 3(a),
3(b) and/or 3(c) at any time within eighteen (18)&nbsp;months following the date of Employee&#146;s
termination of employment with the Corporation or any of its Affiliates.


<P align="left" style="font-size: 11pt; text-indent: 7%">(ii)&nbsp;In addition to any other remedy, at law or in equity, if, at any time within eighteen
(18)&nbsp;months following the date of Employee&#146;s termination of employment with the Corporation or any
of its Affiliates, Employee engages in any conduct agreed to be avoided pursuant to the provisions
of paragraph 3(a), 3(b) and/or 3(c), then all consideration (without regard to tax effects)
received directly or indirectly by Employee from the sale or other disposition of all Shares which
vest during the two (2)&nbsp;year period prior to Employee&#146;s termination from employment shall be paid
by Employee to the Corporation, or such Shares shall be returned to the Corporation. Employee
consents to the deduction from any amounts the Corporation or any of its Affiliates owes to
Employee to the extent of the amounts Employee owes the Corporation hereunder.


<P align="left" style="font-size: 11pt; text-indent: 5%">(c)&nbsp;<U><B>Misconduct</B></U><B>. </B>Unless a Change of Control shall have occurred after the date hereof:


<P align="left" style="font-size: 11pt; text-indent: 7%">(i)&nbsp;All consideration (without regard to tax effects) received directly or indirectly by
Employee from the sale or other disposition of the Shares shall be paid by Employee to the
Corporation or such Shares shall be returned to the Corporation, if the Corporation reasonably
determines that during Employee&#146;s employment with the Corporation or any of its Affiliates:


<P align="left" style="font-size: 11pt; text-indent: 11%">(1)&nbsp;Employee knowingly participated in misconduct that causes a misstatement of the financial
statements of Viad or any of its Affiliates or misconduct which represents a material violation of
any code of ethics of the Corporation applicable to Employee or of the Always Honest compliance
program or similar program of the Corporation; or


<P align="left" style="font-size: 11pt; text-indent: 11%">(2)&nbsp;Employee was aware of and failed to report, as required by any code of ethics of the
Corporation applicable to Employee or by the Always Honest compliance program or similar program of
the Corporation, misconduct that causes a misstatement of the financial statements of Viad or any
of its Affiliates or misconduct which represents a material knowing violation of any code of ethics
of the Corporation applicable to Employee or of the Always Honest compliance program or similar
program of the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 7%">(ii)&nbsp;Employee consents to the deduction from any amounts the Corporation or any of its
Affiliates owes to Employee to the extent of the amounts Employee owes the Corporation under this
paragraph 4(c).


<P align="left" style="font-size: 11pt; text-indent: 5%"><B>(d)&nbsp;</B><U><B>Acts Contrary to Corporation</B></U><B>. </B>Unless a Change of Control shall have occurred
after the date hereof, if the Corporation reasonably determines that at any time within two (2)
years after the lapse of the Restriction Period Employee has acted significantly contrary to the
best interests of the Corporation, including, but not limited to, any direct or indirect
intentional disparagement of the Corporation, then all consideration (without regard to tax
effects) received directly or indirectly by Employee from the sale or other disposition of all
Shares which vest during the two (2)&nbsp;year period prior to the Corporation&#146;s determination shall be
paid by Employee to the Corporation, or such Shares shall be returned to the Corporation. Employee
consents to the deduction from any amounts the Corporation or any of its Affiliates owes to
Employee to the extent of the amounts Employee owes the Corporation under this paragraph 4(d).


<P align="left" style="font-size: 11pt; text-indent: 5%">(e)&nbsp;The Corporation&#146;s reasonable determination required under Sections&nbsp;4(c)(i) and 4(d) shall
be made by the Human Resources Committee of the Corporation&#146;s Board of Directors, in the case of
executive officers of the Corporation, and by the Chief Executive Officer and Corporate Compliance
Officer of the Corporation, in the case of all other officers and employees.


<P align="left" style="font-size: 11pt; text-indent: 4%">5.&nbsp;<U><B>Certificates for the Shares.</B></U> The Corporation shall issue Shares in book entry or
certificated form in the name of the Employee, the number of Shares of which shall equal the amount
of the award specified herein, and shall hold such Shares on deposit for the account of the
Employee until the expiration of the restrictions set forth in paragraph 2 above with respect to
the Shares represented thereby. The Shares, if in certificated form, shall bear the following
legend:


<P align="left" style="margin-left:4%; margin-right:3%; font-size: 11pt">The transferability of this certificate and the Shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) contained in the 2007
Viad Corp Omnibus Incentive Plan and an Agreement entered into between the registered
owner and Viad Corp. Copies of such Plan and Agreement are on file with the Vice
President &#151; General Counsel of Viad Corp, 1850 North Central Avenue, Suite&nbsp;800,
Phoenix, Arizona 85004-4545.


<P align="left" style="font-size: 11pt; text-indent: 4%">The Employee agrees that he or she shall execute, at the request of the Corporation, a stock
power covering such award endorsed in blank and that he or she shall promptly deliver such stock
power to the Corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%">6.&nbsp;<U><B>Employee&#146;s Rights.</B></U> Except as otherwise provided herein, the Employee, as owner of
the Shares, shall have all rights of a shareholder, including, but not limited to, the right to
receive all dividends paid on the Shares and the right to vote the Shares.


<P align="left" style="font-size: 11pt; text-indent: 4%">7.&nbsp;<U><B>Expiration of Restriction Period.</B></U> Upon the lapse or expiration of the Restriction
Period with respect to any Shares, the Corporation shall deliver such Shares to the Employee
(reduced to the extent provided in paragraph 4(a) in the event of early or normal retirement)
together with the related stock power, if any, held by the Corporation pursuant to paragraph 5
above. The Shares as to which the Restriction Period shall have lapsed or expired shall be free of
the restrictions referred to in paragraph 2 above and such certificate shall not bear thereafter
the legend provided for in paragraph 5 above.


<P align="left" style="font-size: 11pt; text-indent: 4%">To the extent permissible under applicable tax, securities, and other laws, the Corporation
will permit Employee to satisfy a tax withholding requirement by directing the Corporation to apply
Shares to which Employee is entitled as a result of termination of the Restricted Period with
respect to any Shares of Restricted Stock, in such manner as the Corporation shall choose in its
discretion to satisfy such requirement.


<P align="left" style="font-size: 11pt; text-indent: 4%">8.&nbsp;<U><B>Adjustments for Changes in Capitalization of Corporation.</B></U> In the event of a
change in the Common Stock through stock dividends, stock splits, recapitalization or other changes
in the corporate structure of the Corporation during the Restriction Period, the number of Shares
of Common Stock subject to restrictions as set forth herein shall be appropriately adjusted and the
determination of the Board of Directors of the Corporation as to any such adjustments shall be
final, conclusive and binding upon the Employee. Any Shares of Common Stock or other securities
received, as a result of the foregoing, by the Employee with respect to Shares subject to the
restrictions contained in paragraph 2 above also shall be subject to such restrictions and the
certificate(s) or other instruments, if any, representing or evidencing such Shares or securities
shall be legended and deposited with the Corporation, along with an executed stock power, in the
manner provided in paragraph 5 above.


<P align="left" style="font-size: 11pt; text-indent: 4%">9.&nbsp;<U><B>Effect of Change in Control.</B></U> In the event of a Change in Control (as defined in
the Plan), the restrictions applicable to any Shares awarded hereby shall lapse, and such Shares
shall be free of all restrictions and become fully vested and transferable to the full extent of
the original grant.


<P align="left" style="font-size: 11pt; text-indent: 4%">10.&nbsp;<U><B>Plan and Plan Interpretations as Controlling.</B></U> The Shares hereby awarded and the
terms and conditions herein set forth are subject in all respects to the terms and conditions of
the Plan, which are controlling. The Plan provides that the Human Resources Committee of the
Corporation&#146;s Board of Directors may from time to time make changes therein, interpret it and
establish regulations for the administration thereof. The Employee, by acceptance of this
Agreement, agrees to be bound by said Plan and such Committee actions.


<P align="left" style="font-size: 11pt">Shares may not be issued hereunder, or delivered or redelivered, whenever such issuance, delivery
or redelivery would be contrary to law or the regulations of any governmental authority having
jurisdiction.


<P align="left" style="font-size: 11pt; text-indent: 4%">IN WITNESS WHEREOF, the parties have caused this Restricted Stock Agreement to be duly
executed.

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="18%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="74%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD align="left" valign="top">Dated: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 200<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">VIAD CORP</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><BR></DIV></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">PAUL B. DYKSTRA<BR>
Chairman, President and Chief Executive Officer</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 11pt">ATTEST:


<P align="left" style="font-size: 11pt">General Counsel
<BR>
or Assistant Secretary


<P align="left" style="font-size: 11pt"><B>This Restricted Stock Agreement shall be effective only upon execution by Employee and delivery to
and receipt by the Corporation.</B>


<P align="left" style="font-size: 11pt; text-indent: 22%">ACCEPTED:


<P align="left" style="font-size: 11pt; text-indent: 22%">Employee



<P align="center" style="font-size: 10pt; display: none">




<!-- v.121908 -->
</BODY>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
