SUPPLEMENTAL PENSION PLAN



 





Exhibit 10.11



TRAVELERS EXPRESS COMPANY, INC.

SUPPLEMENTAL PENSION PLAN




(Restated as of January 1, 2001)





 









 








TABLE OF CONTENTS



	 	 	 	 	 	 	 	 	 
	 	 	 	 	ARTICLE 1. PURPOSE
	 	 	1	 
	 	 	 	 	ARTICLE 2. DEFINITIONS
	 	 	1	 
	 	 	 	 	ARTICLE 3. PARTICIPATION
	 	 	3	 
	 	 	 	 	ARTICLE 4. FUNDING
	 	 	4	 
	 	 	 	 	ARTICLE 5. CATEGORIES OF BENEFIT PAYMENTS TO ELIGIBLE EMPLOYEES
	 	 	4	 
	 	 	 	 	ARTICLE 6. RETIREMENT BENEFITS
	 	 	4	 
	 	 	 	 	ARTICLE 7. FINAL AVERAGE EARNINGS
	 	 	5	 
	 	 	 	 	ARTICLE 8. OPTIONAL FORMS
	 	 	6	 
	 	 	 	 	ARTICLE 9. LISTING OF ELIGIBLE EMPLOYEES
	 	 	6	 
	 	 	 	 	ARTICLE 10. SURVIVOR’S BENEFIT
	 	 	6	 
	 	 	 	 	ARTICLE 11. VESTING
	 	 	7	 
	 	 	 	 	ARTICLE 12. NON-COMPETE AND FORFEITURE PROVISIONS
	 	 	7	 
	 	 	 	 	ARTICLE 13. CHANGE OF CONTROL
	 	 	8	 
	 	 	 	 	ARTICLE 14. ADMINISTRATION, MODIFICATION, AND TERMINATION OF THE PLAN
	 	 	9	 
	 	 	 	 	ARTICLE 15. TAX WITHHOLDING
	 	 	9	 
	 	 	 	 	ARTICLE 16. MISCELLANEOUS
	 	 	10	 
	 	 	 	 	ARTICLE 17. APPLICABLE LAW
	 	 	10	 
	 	 	 	 	SCHEDULE A.
	 	 	11	 
	 	1.	 	 	General Rules
	 	 	11	 
	 	2.	 	 	Schedule A Benefit
	 	 	11	 







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	 	3.	 	 	Special Benefit
	 	 	11	 
	 	4.	 	 	Reduction in Monthly Amount for Commencement Before Age 65
	 	 	11	 
	 	Exhibit A.	 	 	12	 
	 
	 	 	 	 	SCHEDULE E.
	 	 	13	 
	 	1.	 	 	General Rules
	 	 	13	 
	 	2.	 	 	Restoration Benefit
	 	 	13	 
	 
	 	 	 	 	SCHEDULE F.
	 	 	14	 
	 	1.	 	 	General Rules
	 	 	14	 
	 	2.	 	 	Post-1997 Benefit
	 	 	14	 
	 	3.	 	 	Pre-1998 Benefit
	 	 	14	 
	 	4.	 	 	Reduction in Monthly Amount for Commencement Before Age 65
	 	 	15	 
	 	Exhibit F.	 	 	16	 
	 	 	 	 	17	 










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TRAVELERS EXPRESS COMPANY, INC.

SUPPLEMENTAL PENSION PLAN

(Restated as of January 1, 2001)




ARTICLE 1. PURPOSE


The purpose of the Travelers Express Company, Inc. Supplemental Pension Plan
(the “Plan”) is to provide deferred compensation to Eligible Employees (as
defined in Article 3) on and after January 1, 1994. Eligible Employees and
former Eligible Employees who terminated employment prior to January 1, 1994
remain subject to the terms of the prior plan in which they participated at the
time of their termination, but any benefits remaining to be paid under the
prior
plan shall be paid from this Plan. It is the intention of Travelers Express
Company, Inc. (the “Company”) that Eligible Employees are those employees
designated by the Board of Directors of the Company pursuant to Article 3, from
a select group of management or highly-compensated employees of the Company, or
any of its subsidiaries or affiliates (“Subsidiaries”) and that the Plan
continue to be eligible for exemptions under Parts 1, 2, 3 and 4 of Title I of
ERISA and U.S. Department of Labor regulations. It also is the intention of the
Company that the Plan be unfunded, that any Eligible Employee’s rights under
the
Plan are those of a general creditor only, and that there be no elections with
respect to any benefits under the Plan by Eligible Employees. Subject to rights
and benefits expressly fixed by the terms hereof, the Company also intends that
the Plan may be amended or terminated and that benefits may be reduced or
eliminated as the Board of Directors of the Company determines from time to
time
and that individuals’ rights may be altered.



By adoption of this Plan document, the Company hereby amends and restates the
Plan, effective as of January 1, 2001.




ARTICLE 2. DEFINITIONS


Whenever used in this Plan, the following words and phrases shall have the
respective meanings stated below unless a different meaning is expressly
provided or is plainly required by the context. Capitalized terms not defined
in
this Article, but defined in the Viad Corp Retirement Income Plan (“VCRIP”),
shall have the respective meanings ascribed to them in VCRIP. Capitalized terms
applicable to a specific Schedule of Benefits, and not defined in this Article
or VCRIP, are defined in the applicable Schedule of Benefits.






	(a)	 	“COMMITTEE” means the committee, if any, appointed by the Company, in
its sole discretion, to carry out some or all of the administrative
activities necessary or advisable for the proper administration of the
Plan. If the Company does not appoint,





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or has not appointed, such a committee, references to the Committee
shall be interpreted to mean the Company or its authorized delegate.





	(b)	 	“COVERED COMPENSATION” means the average (without indexing) of the
Eligible Employee’s taxable wage bases in effect for each calendar year
during the 35-year period ending with the calendar year in which the
Eligible Employee attains or will attain Social Security retirement
age, as determined under Internal Revenue Code Section 415(b)(8). In
determining an Eligible Employee’s Covered Compensation for any
calendar year, the taxable wage base for the current and any subsequent
calendar year is assumed to be the same as the taxable wage base in
effect as of the beginning of the calendar year for which the
determination is being made. An Eligible Employee’s Covered
Compensation for a calendar year after the 35-year period is equal to
his or her Covered Compensation for the calendar year in which the
Eligible Employee attained Social Security retirement age. An Eligible
Employee’s Covered Compensation for a calendar year before the 35-year
period is the taxable wage base in effect as of the beginning of the
calendar year. Covered Compensation is automatically adjusted at the
beginning of each calendar year
	 
	(c)	 	“CREDITED SERVICE” means the period or periods of employment counted
as
Service (as defined in VCRIP) that is not excluded from Credited
Service under VCRIP. However, as provided under the Predecessor Plan
Document, Credited Service shall not include:







	 	(1)	 	Periods of employment prior to 1970 during which the Eligible
Employee did not make required contributions under the
predecessor to VCRIP;
	 
	 	(2)	 	Periods of employment prior to May 1, 1989 with Republic Money
Order, Inc.; or
	 
	 	(3)	 	Periods of employment prior to January 1, 1983 with Trav/Act
Systems, Inc.
	 
	 	 	 	Notwithstanding the foregoing, Credited Service shall continue to be
counted under this Plan with respect to Service on and after January
1, 2001 under the same terms and conditions as applied immediately
before 2001, even though Credited Service under VCRIP does not include
any Service after December 31, 2000. In no event, however, shall more
than thirty (30) years of Credited Service be taken into account for
any Eligible Employee under this Plan.







	(d)	 	“ELIGIBLE EMPLOYEE” means each employee of the Company or a
Subsidiary
designated pursuant to Article 3 and the applicable Schedule of
Benefits as eligible to participate in that Schedule of Benefits.
Except with respect to Schedule E, Eligible Employees covered by a
particular Schedule of Benefits shall be listed in the corresponding
Exhibit carrying the same letter designation.





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	(e)	 	“EXHIBIT” means the listing of Eligible Employees covered by the
Schedule of Benefits with the same letter designation as further
described in Article 3 and Article 9.
	 
	(f)	 	“FINAL AVERAGE EARNINGS” means the earnings used to determine benefits
under this Plan as further described in Article 7.
	 
	(g)	 	“MIPs” means bonuses awarded under the Management Incentive Plan, or
its predecessor or successor plan, as well as bonuses awarded as a
special recognition award, special achievement award, spot award or, as
determined by the Committee, pursuant to any other similar bonus
program.
	 
	(h)	 	“PENSION PLANS” means all qualified and nonqualified pension plans
sponsored by the Company or a Related Company, other than this Plan,
the Viad Corp Capital Accumulation Plan, the MoneyGram Payment Systems,
Inc. Savings Plan, and the Viad Corp Employees’ Stock Ownership Plan.
	 
	(i)	 	“PLAN” means this Travelers Express Company, Inc. Supplemental Pension
Plan, as amended.
	 
	(j)	 	“PRIMARY SOCIAL SECURITY BENEFIT” means the annual amount available to
the Eligible Employee at age 65 (or at the time of his or her
retirement, if later), as determined without regard to any increase in
the wage base or benefit levels after the determination date under the
provisions of Title II of the Social Security Act in effect at the
Eligible Employee’s termination of employment, and assuming no future
earnings between the Eligible Employee’s termination of employment and
his or her 65th birthday.
	 
	(k)	 	“SCHEDULE OF BENEFITS” means each schedule attached hereto and made a
part of this Plan providing for benefits to Eligible Employees listed
in the corresponding Exhibit carrying the same letter designation.
	 
	(l)	 	“SUBSIDIARY” means any subsidiary or affiliate of the Company.
	 
	(m)	 	“VCRIP” means the Viad Corp Retirement Income Plan, as amended.





ARTICLE 3. PARTICIPATION


An employee of the Company (or any of its Subsidiaries) may become eligible to
participate in the Plan (an “Eligible Employee”) when approved by the Board of
Directors of the Company. An employee of the Company (or any of its
Subsidiaries), who is determined to be entitled to benefits solely under
Schedule E, shall be deemed to have been designated an Eligible Employee (under
that Schedule) by the Board of Directors of the Company. A list of Eligible
Employees with respect to each Schedule of Benefits, other than Schedule E, is




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correspondingly denominated and attached as an Exhibit to the Plan and each
such
Exhibit shall be periodically updated.




ARTICLE 4. FUNDING


No fund shall be established to provide for the payment of benefits under the
Plan. No trust, other than one which will not cause the Plan to be “funded”
under current Internal Revenue Service and U.S. Department of Labor regulations
and rulings, shall be created. Any rights of an Eligible Employee or any other
person claiming by or through him or her shall be those of a general creditor
of
the Company only. The Company may create book reserves or take such other steps
as it deems appropriate to provide for its expected liabilities under the Plan.
Any funds, and the proceeds therefrom, utilized by the Company to provide for
its expected liabilities under the Plan shall remain the unrestricted assets of
the Company.




ARTICLE 5. CATEGORIES OF BENEFIT PAYMENTS TO ELIGIBLE EMPLOYEES


Benefits shall be payable by the Company in accordance with the terms and
conditions of the Plan and as described in each Schedule of Benefits to the
Eligible Employees described in each such Schedule of Benefits and its
corresponding Exhibit.




ARTICLE 6. RETIREMENT BENEFITS


Except, as otherwise expressly provided in the Plan or in a Schedule of
Benefits, the Plan shall make monthly payments to an Eligible Employee at the
same time such Eligible Employee receives or would be deemed to receive under
any Schedule of Benefits his or her pension benefits under the Pension Plans
(herein, and in any Schedule of Benefits, referred to for the purposes of the
Plan as “the time of his or her retirement”), but in no event shall monthly
payments begin before such Eligible Employee has attained the age of 55 and has
actually left the employ of the Company and all Related Companies. Unless
otherwise expressly stated in a Schedule of Benefits, such monthly payments
shall be equal to the amount by which the sum of the monthly pension benefits
payable to the Eligible Employee from Pension Plans is less than the aggregate
amount(s) determined under the applicable Schedule(s) of Benefits. In making
this determination, the amount(s) from such Pension Plans shall be determined
prior to the election of any payment options (such as joint and survivor
elections). In addition, when an Eligible Employee is a participant in more
than
one Pension Plan and benefits under any one of such Pension Plans are not
available immediately on account of early retirement eligibility provisions,
then, for the purposes of the Plan, such benefits shall be taken into account
as
though payable immediately on an actuarially equivalent basis, as reasonably
determined by the Committee in its sole discretion. Similarly, for purposes of
determining monthly amounts payable from this Plan, if an Eligible Employee
commenced or received a distribution of benefits from one or more Pension Plans
before benefits are payable under this Plan, such distributed benefits shall be
taken into


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account for purposes of this paragraph as though they had not been previously
distributed, adjusted on an actuarially equivalent basis, using the factors in
effect under such Pension Plans for adjusting payment forms when the benefits
commenced or were paid.




ARTICLE 7. FINAL AVERAGE EARNINGS





	(a)	 	GENERAL RULES. Final Average Earnings means, except as further
modified
by subsection (b), the five-year average of the Eligible Employee’s
last 60 months of base salary, sales commissions and overtime plus
fifty percent (50%) of the MIPs earned and paid from the Company and
its Subsidiaries during that period. If the Eligible Employee’s period
of employment with the Company and its Subsidiaries is less than 60
months, the number of actual months of the Eligible Employee’s period
of employment with the Company and its Subsidiaries shall be used to
determine Final Average Earnings. Notwithstanding the foregoing, if the
Eligible Employee received salary for less than 15 days in a calendar
month, the salary and overtime for that month shall not count and that
month shall not count among the months to be averaged in determining
Final Average Earnings. For purposes of determining Final Average
Earnings of a Disabled Participant (as defined in VCRIP), the Eligible
Employee’s base salary, sales commissions and overtime plus fifty
percent (50%) of the MIPs paid from the Company and its Subsidiaries
during the 12-month period preceding the date that the individual
became a Disabled Participant shall be deemed to continue during the
period for which the Disabled Participant continues to be credited with
Service under VCRIP. Final Average Earnings shall be determined under
this Plan without regard to any limitations under Internal Revenue
Code Section 401(a)(17) on the amount of annual compensation that may
be taken into account under qualified plans.







	(b)	 	SPECIAL ADJUSTMENTS. Notwithstanding the foregoing, the following
additional rules shall apply in determining Final Average Earnings
under the Schedules specified:







	 	(1)	 	For an Eligible Employee covered by Schedule E, Final Average
Earnings shall include MIPs that would otherwise be included
but for the fact the bonus was deferred. Any deferrals
included in Final Average Earnings shall only be counted once
in calculating such Final Average Earnings.
	 
	 	(2)	 	For an Eligible Employee covered by Schedule F, Final Average
Earnings at December 31, 1997 used to determine the Pre-1998
Benefit is the highest five (5) consecutive calendar year
average over the last ten (10) consecutive calendar years
through 1997 of the Eligible Employee’s base salary (and no
sales commissions, overtime or MIPs). If the Eligible
Employee’s period of employment is less than 60 months as of
December 31, 1997, the number of actual months of the Eligible
Employee’s period of employment with the





5









 






Company and its Subsidiaries through 1997 shall be used to
determine Final Average Earnings at December 31, 1997.



ARTICLE 8. OPTIONAL FORMS


If any pension benefit is payable to an Eligible Employee from a Pension Plan,
and an optional form of payment is elected under that Pension Plan, then a
similar election will be deemed made under the Plan. If two or more such
pensions are payable from such other Pension Plans, then the option selected
from the Pension Plan generating the largest monthly pension payment (include
the beneficiary designation in connection with such option and benefits, if
applicable) shall prevail for the purposes of the Plan. Notwithstanding the
foregoing, no lump sum distributions shall occur or be permitted hereunder
except as provided under Article 13 or, with respect to an Eligible Employee
who
has only a Cash Accumulation Benefit (as defined in VCRIP) under VCRIP and has
elected to receive that benefit as a lump sum, as provided under Schedule E.
Except as otherwise provided in Schedule E, if the Eligible Employee has both a
Cash Accumulation Benefit and a Grandfathered Benefit (as defined in VCRIP),
the
benefit under this Plan shall be paid in the same payment form as the
Grandfathered Benefit is paid.




ARTICLE 9. LISTING OF ELIGIBLE EMPLOYEES


A listing of Eligible Employees shall be maintained in the form of the Exhibits
to the Plan. Exhibit A shall contain those covered under Schedule A and Exhibit
F shall contain those covered under Schedule F. If an employee is incorrectly
included or excluded from an Exhibit, actual entitlement to participation and
benefits under the Plan shall be reasonably determined by the Committee in its
sole discretion.




ARTICLE 10. SURVIVOR’S BENEFIT





	(a)	 	ELIGIBILITY. If while covered by this Plan, for purposes other than a
terminated vested benefit, an Eligible Employee dies before benefits
have commenced and if on the date of his or her death such Eligible
Employee:







	 	(1)	 	Has 5 or more years of service; or







	 	(2)	 	Was 55 years of age or older;






then his or her Eligible Spouse (if any), as defined in the VCRIP,
shall be entitled to a survivor’s benefit.





	(b)	 	AMOUNT. This survivor’s benefit shall be calculated by assuming that
the Eligible Employee:





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	 	(1)	 	Was 55 years of age (or his actual age if older) on the date
of death;
	 
	 	(2)	 	Retired on the first day of the month following his or her
death; and
	 
	 	(3)	 	Elected a Single Life Annuity.






The Eligible Spouse will be entitled to receive 1/2 of this benefit
which shall be further reduced by 1/6 of 1% for each month the
Eligible Spouse is more than 60 months younger than the Eligible
Employee.




The survivor’s benefit under this Article 10 shall be reduced by any
spousal survivor’s benefit payable from Pension Plans when such
benefit becomes payable, as reasonably determined by the Committee in
its sole discretion.



ARTICLE 11. VESTING


In addition to all the terms and conditions of the Plan, no Eligible Employee
or
beneficiary shall be entitled to a benefit under the Plan unless such Eligible
Employee has actually attained fully vested status in VCRIP, as reasonably
determined by the Committee in its sole discretion. Notwithstanding any other
provision hereof, any Eligible Employee hereunder who has accumulated five
years
of service with the Company and Related Companies taken as a whole, ignoring
breaks in service, shall be fully vested and entitled to benefits hereunder.




ARTICLE 12. NON-COMPETE AND FORFEITURE PROVISIONS


Notwithstanding any other provision in this Plan to the contrary, from and
after
January 1, 2000, an Eligible Employee’s right to receive a benefit or future
benefits under this Plan shall be governed by the following provisions:






	(a)	 	The right shall be conditioned upon certification by the Eligible
Employee prior to their receipt of any future benefits under this Plan
that the Eligible Employee has read and understands the non-compete and
forfeiture provisions set forth in this Article 12, and that the
Eligible Employee has no intent to engage in any activity or provide
any services which are contrary to the spirit and intent of these
provisions. The Eligible Employee’s failure to so certify shall not
constitute a waiver on the part of the Company as to the enforceability
of these provisions under Article 12.
	 
	(b)	 	In order to better protect the goodwill of the Company and its
Subsidiaries and to prevent the disclosure of the Company’s or its
Subsidiaries’ trade secrets and confidential information and thereby
help insure the long-term success of the business, the Eligible
Employee, without prior written consent of the Company, 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) percent




7









 







	 	 	of any enterprise or otherwise, for a period of two (2) years following
the date of the Eligible Employee’s termination of employment with the
Company, or its Subsidiaries, in connection with the manufacture,
development, advertising, promotion, design, or sale or any other
activity in furtherance of any business enterprise, service or product
which is the same as or similar to or competitive with or in any way
adverse to any services or products or other activities of the Company
or its Subsidiaries (including both existing services or products as
well as services or products known to the Eligible Employee, as a
consequence of the Eligible Employee’s employment with the Company or
one of its Subsidiaries, to be in development):







	 	(1)	 	With respect to which the Eligible Employee’s work has been
directly concerned at any time preceding termination of
employment with the Company or any of its Subsidiaries, or
	 
	 	(2)	 	With respect to which during that period of time the Eligible
Employee, as a consequence of the Eligible Employee’s job
performance and duties, acquired knowledge of the trade
secrets or other confidential information of the Company or
its Subsidiaries.






For purposes of this Article 12, it shall be conclusively presumed
that the Eligible Employee has knowledge of information he or she was
directly exposed to through actual receipt or review of memoranda or
documents containing such information, or through actual attendance at
meetings at which such information was discussed or disclosed.





	(c)	 	If, at any time during the two (2) year period after the Eligible
Employee’s termination of employment from the Company or any of its
Subsidiaries, the Eligible Employee engages in any conduct described
in subsection (b) above, then the amount of any payments made to the
Eligible Employee from the Plan during that period (without regard to
tax effects) shall be paid by the Eligible Employee to the Company.
The Eligible Employee consents to the deduction from any amounts the
Company or any of its Subsidiaries owes the Eligible Employee from
time to time to the extent of the amount the Eligible Employee owes
the Company hereunder.




ARTICLE 13. CHANGE OF CONTROL



Upon a Change of Control and with respect to only the Chief Executive Officer
of
the Company, the provisions of this paragraph shall apply and override any
contrary provisions of this Plan or any Schedule. For purposes of this Article
13, “Change of Control” shall have the meaning specified in Section 3(a) of the
Trust Agreement for the Viad Corp Executives’ Deferred Compensation and Benefit
Security Trust.




8









 




Upon a Change of Control, all Plan benefits of the Chief Executive Officer of
the Company as of the date of the Change of Control shall be immediately
determined, based on the facts in existence as of the date of the Change of
Control and without regard to Article 12. The Plan benefits so determined shall
be fully vested and paid to the Chief Executive Officer in an actuarially
equivalent single sum as soon as practicable following the Change of Control;
provided, however, that such immediate vesting and payment shall not be made if
an acquiring entity has a credit rating from Standard & Poors Corporation on
its
longer term unsecured debt obligations of single “A” or better. The
determination of “actuarially equivalent” shall be made in accordance with
generally accepted actuarial methods using:






	(a)	 	For the interest rate, the annual rate of interest on 30-year Treasury
securities for the month of November preceding the calendar year in
which the benefit is distributed, and
	 
	(b)	 	For the mortality basis, the rates prescribed by the 1983 Group
Annuity
Mortality Table with a fixed blend of 50 percent male mortality rates
and 50 percent female mortality rates (commonly referred to as the ‘83
GATT Table).




ARTICLE 14. ADMINISTRATION, MODIFICATION, AND TERMINATION OF THE PLAN



The Board of Directors of the Company may terminate the Plan or any Schedule of
Benefits at any time. Any amounts vested under the Plan prior to any such
termination shall continue to be subject to the terms and conditions in effect
under the Plan when the Plan is terminated. The Plan may be amended at any time
or from time to time by the Board of Directors of the Company; provided,
however, that no amendment shall have the effect of retroactively reducing
benefits earned up to the date that the amendment is adopted. The Company shall
have full power and authority to interpret and administer the Plan, to
promulgate rules of Plan administration, to adopt a claims procedure, to
conclusively settle any disputes as to rights or benefits arising from the
Plan,
and to make such decisions or take such actions as the Company, in its sole
discretion, reasonably deems necessary or advisable to aid in the proper
administration and maintenance of the Plan.



ARTICLE 15. TAX WITHHOLDING



Any federal, state or local taxes, including FICA tax amounts, required by law
to be withheld with respect to benefits earned and vested under this Plan or
any
other compensation arrangement may be withheld from the Eligible Employee’s
benefit, salary, wages or other amounts paid by the Company and reasonably
available for withholding. Prior to making or authorizing any benefit payment
under this Plan, the Company may require such documents from any taxing
authority, or may require such indemnities or a surety bond from any




9









 




Eligible Employee or beneficiary, as the Company shall reasonably consider
necessary for its protection.



ARTICLE 16. MISCELLANEOUS



The Plan, and any determination made by the Committee or the Company in
connection therewith, shall be binding upon each Eligible Employee, his or her
beneficiary or beneficiaries, heirs, executors, administrators, successors and
assigns. Notwithstanding the foregoing sentence, no benefit under the Plan may
be sold, assigned, transferred, conveyed, hypothecated, encumbered, anticipated
or otherwise disposed of, and any attempt to do so shall be void. No such
benefit payment shall be, prior to actual receipt thereof by the Eligible
Employee, or his or her beneficiary or beneficiaries, as the case may be, in
any
manner subject to the debts, contracts, liabilities or engagements of such
Eligible Employee or beneficiary(ies). The Plan shall not constitute, nor be
deemed to constitute, a contract of employment between the Company (or any
Related Company) and any Eligible Employee, nor shall any provision hereof
restrict the right of the Company (or any Related Company) to discharge any
Eligible Employee from his or her employment, with or without cause. If any
particular provision of this Plan shall be found to be illegal or
unenforceable,
such provision shall not affect any other provision, but this Plan shall be
construed in all respects as if such invalid provision were omitted.



ARTICLE 17. APPLICABLE LAW



This Plan shall be construed in accordance with and governed by the laws of the
State of Minnesota to the extent not superseded by the laws of the United
States
of America.



Adopted pursuant to the Viad Board of Directors’ resolution of May 8, 2001.




	 	 	 	 	 
	

	 	By
	 	/s/ Suzanne Pearl
	

	 	 	 	

	 
	 	 	 	 
	

	 	Its
	 	Vice President - Human Resources
	

	 	 	 	

	 
	 	 	 	 
	

	 	Date	 	 
	

	 	 	 	








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SCHEDULE A.



1. GENERAL RULES



Benefits may be payable under this Schedule of Benefits in respect of persons
employed by the Company or any of its Subsidiaries who are selected by the
Board
of Directors for inclusion under this Schedule of Benefits. The annual amount
used under this Schedule of Benefits to determine the monthly benefit
(one-twelfth of the annual amount) payable to any Eligible Employee as of his
or
her 65th birthdate under Article 6 is the Schedule A Benefit.



2. SCHEDULE A BENEFIT



For purposes of this Schedule A, the Schedule A Benefit is the product of (a)
and (b) less the product of (b) and (c), plus the Special Benefit, if any,
described in section 3, where:






	(a)	 	Is 2% of the Eligible Employee’s Final Average Earnings.
	 
	(b)	 	Is the Eligible Employee’s Credited Service, not to exceed 25 years.
	 
	(c)	 	Is 2% of the Eligible Employee’s Primary Social Security Benefit.




3. SPECIAL BENEFIT



For purposes of determining the Schedule A Benefit, an Eligible Employee who
has
25 or more years of Credited Service shall receive the Special Benefit
described
in this section. The Special Benefit is the product of the Eligible Employee’s
Final Average Earnings times 0.5% for each of the Eligible Employee’s
additional
full years of Credited Service after 25 years and up to 30 years. In no event
shall the Special Benefit exceed 2.5% of the Eligible Employee’s Final Average
Earnings.



4. REDUCTION IN MONTHLY AMOUNT FOR COMMENCEMENT BEFORE AGE 65



The monthly amount determined under this Schedule of Benefits shall be subject
to a reduction of one-third (1/3) of one percent for each of the first
thirty-six (36) months that benefit commencement precedes his or her 65th
birthday and of five-twelfths (5/12) of one percent for each additional month
(over 36) that benefit commencement precedes his or her 65th birthday. In no
event, however, may an Eligible Employee commence benefits prior to his or her
55th birthday. Notwithstanding the foregoing, if the Eligible Employee has 30
or
more full years of Credited Service and benefits under this Plan commence on or
after the Eligible Employee’s 60th birthday, there shall be no reduction.



Eligible Employees under this Schedule are listed on Exhibit A to this Plan.




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EXHIBIT A.



12









 




SCHEDULE E.



1. GENERAL RULES



Employees of the Company or any of its Subsidiaries who participate in the
VCRIP
automatically become Eligible Employees under this Schedule E if their benefits
under the VCRIP are limited by Internal Revenue Code Section 401(a)(17) or
Section 415. The Company shall administratively identify the Eligible Employees
under this Schedule E, based on the effect of such Internal Revenue Code
provisions on their VCRIP benefits. Designation as an Eligible Employee under
this Schedule E shall not require separate approval of the Board of Directors
of
the Company.



Coverage of an Eligible Employee under this Schedule E neither requires nor
precludes the Eligible Employee’s coverage under another Schedule of Benefits.
However, coverage under this Schedule E also does not provide duplication of
benefits for an Eligible Employee who, in addition to being covered under this
Schedule E, is covered under another Schedule of Benefits. The Company may
determine and communicate an Eligible Employee’s aggregate benefit under this
Plan by considering this Schedule E together with any other Schedule of
Benefits
that happens to cover the Eligible Employee. Subject to the foregoing, the
amount of benefit attributable to this Schedule E and payable to an Eligible
Employee pursuant to Article 6 shall be the Restoration Benefit.



2. RESTORATION BENEFIT



For purposes of this Schedule E, the Restoration Benefit is a monthly pension
based on the rules of VCRIP applicable to the Eligible Employee at the time of
his or her retirement, including any reductions for early retirement, but using
one twelfth of Final Average Earnings, as defined in Article 7, in place of
Average Monthly Compensation, and using one twelfth of Final Average Earnings
determined as of December 31, 2000, for purposes of calculating the
Grandfathered Benefit.



For purposes of this Schedule of Benefits, Compensation shall be determined
without regard to the annual limit on compensation that may be taken into
account under a qualified plan pursuant to Internal Revenue Code
Section 401(a)(17) and shall include MIPs that would otherwise have been
included but for the fact that the bonus was deferred. Notwithstanding the
foregoing, any MIPs included in Compensation shall only be counted once.
In addition, the monthly pension shall be determined under this section
without regard to the limitations set forth in Internal Revenue Code
Section 415 and applicable to qualified plans. In determining Compensation
under this paragraph, only the Company (and no Related Company) shall be
considered an Employer.



Notwithstanding any Plan provision to the contrary, if the Eligible Employee’s
Restoration Benefit is solely attributable to Service (as defined in VCRIP)
after December 31, 2000, then the Eligible Employee’s benefit under this
Schedule shall be paid in the same payment form as the Eligible
Employee elected to receive his or her Cash Accumulation Benefit
under VCRIP.


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SCHEDULE F.



1. GENERAL RULES



Benefits may be payable under this Schedule of Benefits in respect of persons
employed by the Company or any of its Subsidiaries who are selected by the
Board
of Directors of the Company. The annual amount used under this Schedule of
Benefits to determine the monthly benefit (one-twelfth of the annual amount)
payable to an Eligible Employee as of his or her 65th birthdate under Article 6
is the sum of the Eligible Employee’s Post-1997 Benefit and the Eligible
Employee’s Pre-1998 Benefit.



2. POST-1997 BENEFIT



For purposes of this Schedule F, the Post-1997 Benefit is the sum of (a) and
(b), multiplied by the Eligible Employee’s Credited Service for periods after
1997, where:






	(a)	 	Is 1.15 percent of the Eligible Employee’s Final Average Earnings up
to
Covered Compensation.
	 
	(b)	 	Is 1.70 percent of the excess, if any, of the Eligible Employee’s
Final
Average Earnings over Covered Compensation.




An Eligible Employee’s Credited Service under this section 2 shall be limited
to
30 years minus any Credited Service taken into account for purposes of any
calculation under section 3.



3. PRE-1998 BENEFIT



For purposes of this Schedule F, the Pre-1998 Benefit is the sum of (a) and
(b),
together multiplied by (c), where:






	(a)	 	Is 1.10 percent of Eligible Employee’s Final Average Earnings at
December 31, 1997 up to Covered Compensation at December 31, 1997,
multiplied by the Eligible Employee’s Credited Service for the period
prior to December 31, 1997.
	 
	(b)	 	Is 1.70 percent of the excess, if any, of the Eligible Employee’s
Final
Average Earnings at December 31, 1997 over Covered Compensation at
December 31, 1997, multiplied by the Eligible Employee’s Credited
Service for the period prior to December 31, 1997.
	 
	(c)	 	Is a fraction (not less than one) whose numerator is the Eligible
Employee’s Final Average Earnings at termination of employment and
whose denominator is the Eligible Employee’s Final Average Earnings at
December 31, 1997.





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4. REDUCTION IN MONTHLY AMOUNT FOR COMMENCEMENT BEFORE AGE 65



The monthly amount determined under this Schedule of Benefits shall be subject
to a reduction of one-third (1/3) of one percent for each of the first
thirty-six (36) months that benefit commencement precedes his or her 65th
birthday and of five-twelfths (5/12) of one percent for each additional month
(over 36) that benefit commencement precedes his or her 65th birthday. In no
event, however, may an Eligible Employee commence benefits prior to his or her
55th birthday.



Eligible Employees under this Schedule F are listed on Exhibit F to the Plan.




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EXHIBIT F.




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