Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2009, the Board of Directors of Viad Corp adopted the forms of the Restricted Stock Units Agreement and Performance-Based Restricted Stock Units Agreement for executives, pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the "Plan"). The adopted Restricted Stock Units Agreement is the same in all material respects as the Restricted Stock Agreement in effect under the Plan, and the adopted Performance-Based Restricted Stock Units Agreement is the same in all material respects as the Performance-Based Restricted Stock Agreement in effect under the Plan, except that the Restricted Stock Units and Performance-Based Restricted Stock Units do not have voting rights, will receive dividend equivalents rather than dividends, and earned awards will be paid out in cash.

A copy of the form of the Restricted Stock Unit Agreement and Performance-Based Restricted Stock Unit Agreement for executives, each effective as of February 24, 2009, are attached hereto as Exhibits 10.A and 10.B, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits 10.A - Copy of form of Restricted Stock Units Agreement, effective as of February 24, 2009, pursuant to the 2007 Viad Corp Omnibus Incentive Plan. 10.B - Copy of form of Performance-Based Restricted Stock Units Agreement, effective as of February 24, 2009, pursuant to the 2007 Viad Corp Omnibus Incentive Plan.

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