Separation Agreement and Release

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Employer desires to provide Employee with separation benefits to assist in the transition resulting from the reorganization of Employer and Employee’s termination of employment, provided that Employee executes all transitional responsibilities as agreed upon between Employee and Employer;

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Employee desires, in exchange for such separation benefits, to waive and release any and all claims that Employee may have against Employer; and

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Employer desires to enter into a consulting arrangement with Employee, terms to be agreed upon in a separate Consulting Agreement agreeable to both parties, after the Separation Date.

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Employee’s employment with Employer will end effective September 30, 2009 (the “Separation Date”).

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In consideration of the promises of Employee contained herein, Employer agrees to pay Employee a severance benefit equal to fifty-two (52) weeks separation pay ($405,000), less statutory deductions (based upon Employee’s annual base salary as of the Separation Date), the first installment of $101,250 to be paid eight (8) business days following the Separation Date, and the remainder ($303,750) to be paid on January 8, 2010.

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Employee will be paid, by separate check, a lump sum payment, less statutory deductions, for all earned but unused vacation (including any carryover vacation from 2008) as of the Separation Date, in accordance with state statutory requirements.

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Employer will pay Employee a lump sum of $4,900 (grossed up) for purposes of payment of the premiums for Employee’s Group Medical, Executive Medical and Dental insurance coverages for twelve (12) months effective on the first day of the month following the Separation Date. This coverage will continue in effect from October 1, 2009 through September 30, 2010, unless Employee becomes eligible for coverage through another employer or through a governmental program. Effective October 1, 2010, Employee may elect to continue, at Employee’s cost, coverage under the Viad health plan, in accordance with the health care continuation coverage provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).

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Employee’s participation in the Viad Corp Performance Unit Plan (“PUP”) and Performance Based Restricted Stock (“PBRS”) Plan will cease as of the Separation Date. Awards shall be paid under the 2007-2009 and 2008-2010 PUP, pursuant to the corresponding Agreements. Full ownership of the earned performance units will occur to the extent not previously earned at the end of the performance period. Pursuant to the corresponding Performance Based Restricted Stock Agreements, the remaining unvested PBRS shares will vest in accordance with the corresponding Agreements whereby Employee shall receive 1,666 shares in January 2010, an additional 2,533 shares in January 2010 and 2,533 shares in January 2011. 17,600 PBRS shares granted in February 2009 shall be forfeited as they will not be earned based on company performance.

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Employee’s Restricted Stock awards from 2007 (4,500 shares), 2008 (5,400 shares) and 2009 (12,500 shares) will vest in full pursuant to the corresponding Agreements. Total             shares vesting are 22,400 (4,500, 5,400 and 12,500).

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Employee’s participation in Employer’s 401(k) Program (also known as the “TRIM” plan), and Employer’s matching obligation under the Program, will cease as of the Separation Date, and any distribution of the Program’s funds will be in accordance with the provisions of the 401(k) Program. Employee will receive information explaining Employee’s options with regard to Employee’s account in Employer’s 401(k) program from the plan administrator, T Rowe Price, approximately three (3) weeks after the end of the month following the Separation Date.

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Employee’s participation in any other Employer-sponsored perquisite programs including tax and financial counseling, health club, lunch and country club, and company paid automobile will cease as of the Separation Date. All associated expenses with regard to above-mentioned perquisites will be reimbursed to Employee or paid directly to provider through the Separation Date.

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Employee’s Life Insurance, Short-Term Disability, Long-Term Disability, and Business Travel Accident insurance coverage will cease as of the Separation Date.

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Employee’s participation in his Executive Physical, to be completed no later than December 31, 2009.

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In the event Employee dies prior to receipt of all cash payments and other compensation to which Employee is entitled hereunder, such consideration shall be paid to the Employee’s estate, unless otherwise directed in writing by Employee.

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Employee will be entitled to outplacement as provided for under the Right Management Officers Outplacement Program. Services under this Program must be commenced within 90 days of the Separation Date.

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All claims arising out of or relating to Employee’s employment with the Company or Employee’s separation from that employment;

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All claims arising out of or relating to any written or implied personnel policy or practice of the Company or the statements, actions, or omissions of the Company;

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All claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990, as amended; 42 U.S.C. 12101, et. seq.; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Equal Pay Act of 1963; the Fair Labor Standards Act; the Worker Adjustment and Retraining Notification Act; the Civil Rights Act of 1991; the Fair Credit Reporting Act; the Older Workers Benefit Protection Act; and any other federal, state or local anti-discrimination acts, state wage acts and non-interference or non-retaliation statutes;

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All claims for alleged wrongful discharge; breach of contract; breach of implied contract; failure to keep any promise; breach of a covenant of good faith and fair dealing; breach of fiduciary duty; promissory estoppel; Employee’s activities, if any, as a “whistleblower”; defamation; infliction of emotional distress; fraud; misrepresentation; negligence; harassment; retaliation or reprisal; constructive discharge; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; any other wrongful employment practices; and violation of any other principle of common law;

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All claims for compensation of any kind, including without limitation, commission payments, bonus payments, vacation pay, and expense reimbursements;

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All claims for back pay, front pay, reinstatement, other equitable relief, compensatory damages, damages for alleged personal injury, liquidated damages, and punitive damages;

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All claims for attorneys’ fees, costs, and interest.