VIAD CORP
EXHIBIT 10.D
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>5
<FILENAME>p70324exv10wd.txt
<DESCRIPTION>EXHIBIT 10.D
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.D

                                    VIAD CORP
                            MANAGEMENT INCENTIVE PLAN
              PURSUANT TO THE 1997 VIAD CORP OMNIBUS INCENTIVE PLAN
                            AS AMENDED MARCH 14, 2005

I.    PURPOSE:

      The purpose of the Viad Corp Management Incentive Plan (Plan) is to
      provide key executives of Viad Corp (Viad) and its subsidiaries with an
      incentive to achieve goals as set forth under this Plan for each calendar
      year (Plan Year) for their respective companies and to provide effective
      management and leadership to that end.

II.   PHILOSOPHY:

      The Plan will provide key executives incentive bonuses based upon
      appropriately weighted pre-defined income and other performance
      measurements.

III.  SUBSIDIARIES, SUBSIDIARY GROUPS AND DIVISIONS:

      A.    Each subsidiary, subsidiary group, line of business or division
            listed below is a "Company" for the purposes of this Plan:

      Name of Company

      Brewster Transport Company Limited/Brewster Tours group
      Exhibitgroup/Giltspur group
      GES Exposition Services, Inc. group
      Glacier Park, Inc.

      Viad may, by action of its Board of Directors or its Human Resources
      Committee, add or remove business units on the list of participant
      companies from time to time.

      B.    FUNDING LIMIT:

            A "funding limit" shall be established annually for each Company
            participant who has been designated an Executive Officer as defined
            under Section 16(b) of the Securities Exchange Act. The funding
            limit shall be an amount not to exceed $750,000 in the case of a
            President of any Operating Company. The executive cannot be paid a
            larger bonus than the funding limit provided by this clause, but may
            be paid less in the discretion of the Committee based on the
            Performance Goals set forth below and other such factors which the
            Committee may consider.

      C.    PERFORMANCE GOALS:

            1.    OPERATING OR PRE-TAX INCOME (as calculated for external
                  reporting purposes):

                  An appropriate "operating income" or "pre-tax income" target
                  for the plan year for each Company may be recommended by the
                  Chief Executive Officer of Viad to the Committee for approval
                  taking into account overall corporate objectives, historical
                  income and Plan Year financial plan income (on the same basis
                  as determined below) and, if appropriate, other circumstances.

                  Operating or pre-tax income to be used in calculating the
                  bonus pool of each Company shall mean operating income before
                  minority interest, interest expense and taxes, after deduction
                  of corporate overhead, or pre-tax income after minority
                  interest, in each case adjusted to appropriately exclude the
                  effects of gains and losses from the sale or other disposition
                  of capital assets other than vehicles. In addition, an
                  adjustment to actual operating or pre-tax income will

                                                                               1
<PAGE>

                  be made for any increase or decrease in cost to a subsidiary
                  in connection with a change in the actual formula allocation
                  of corporate overhead over amounts included in the Plan for
                  the year.

                  Special treatment of any other significant unusual or
                  non-recurring items (for purposes of determining actual or
                  target operating or pre-tax income) arising after a Company's
                  targets are set may be recommended by the Chief Executive
                  Officer of Viad to the Committee for approval, including, for
                  example, appropriate adjustment of operating or pre-tax income
                  target or actuals to reflect planned effects of an acquisition
                  approved after target has been set. Other examples include
                  unusual items or effects of a change in accounting principle.

                  Incentives to be paid under this Plan must be deducted from
                  the subsidiary corporation's earnings by the end of the year.
                  Goals must be achieved after deducting from actual results all
                  incentive compensation applicable to the year, including those
                  incentives earned under this Plan.

            2.    Value Added Measurement:

                  An appropriate "Value Added" target for the plan year for
                  certain companies may be recommended by the Chief Executive
                  Officer of Viad Corp to the Committee for approval. This
                  measurement is intended to place increased emphasis on
                  securing an adequate return to Viad on all capital employed in
                  the business. Viad Value Added (VVA) compares net operating
                  income to the return required on capital invested in the
                  business.

                  In calculating the bonus pool of each applicable Company, VVA
                  shall mean Net Operating Profit After Taxes (NOPAT is defined
                  as sales minus operating expenses minus taxes) minus a Capital
                  Charge calculated by multiplying a Cost of Capital times the
                  actual Capital (Capital is defined as total assets less
                  current and other liabilities exclusive of debt). Certain
                  adjustments are necessary to determine NOPAT and Capital.

            3.    CASH FLOW:

                  An appropriate "Cash Flow" target for the plan year for
                  certain companies may be recommended by the Chief Executive
                  Officer of Viad Corp to the Committee for approval. This
                  measurement is intended to place increased emphasis on
                  delivering available cash to Viad.

                  Operating Cash Flow is defined as the net change in cash
                  resulting from the operations of the Company. Cash flows from
                  operations exclude the impact of investing activities
                  (acquiring and disposing of investments and productive
                  long-lived assets) and financing activities (borrowing and
                  repaying debt, payment of dividends, and treasury stock
                  repurchases).

            4.    OTHER PERFORMANCE MEASUREMENTS:

                  An appropriate number of performance measurements other than
                  operating or pre-tax income, VVA, and cash flow may be
                  established for each Company, to place increased emphasis on
                  areas of importance to achieving overall corporate objectives,
                  with the Chief Executive Officer of Viad to recommend to the
                  Committee the measures to be used and, at the end of the year,
                  the level of achievement against each.

            5.    REVENUE:

                  The bonus pool earned will be subject to a further calculation
                  whereby the total bonus pool otherwise accruable will be
                  adjusted by 95% (threshold) up to 105% (maximum), depending on
                  the achievement against the revenue target.

                                                                               2

<PAGE>

            6.    ESTABLISHING TARGETS:

                  The targets for revenue, operating or pre-tax income, VVA,
                  cash flow and for the categories of discretionary performance
                  measurements to be employed will be established by the
                  Committee no later than 90 days after the beginning of the
                  Plan Year after receiving the recommendations of the Chief
                  Executive Officer of Viad Corp.

      D.    PARTICIPANT ELIGIBILITY:

            The Committee will select the Executive Officers as defined under
            Section 16(b) of the Securities Exchange Act eligible for
            participation no later than 90 days after the beginning of the Plan
            Year. Other personnel will be eligible for participation as
            designated by each Company President or Chief Executive Officer and
            recommended to the Chief Executive Officer of Viad Corp for
            approval, limited only to those executives who occupy a position in
            which they can significantly affect operating results as pre-defined
            by appropriate and consistent criteria, i.e., base salary not less
            than $49,000 per year, or base salary not less than 50% of the
            Company's Chief Executive Officer, or position not more than the
            third organizational level below the Company Chief Executive Officer
            or another applicable criteria.

            NOTE: Individuals not qualifying under the criteria established for
            the Plan Year who were included in the previous year will be
            grandfathered (continue as qualified participants until retirement,
            reassignment, or termination of employment) if designated by the
            Company President or Chief Executive Officer, and approved by the
            Chief Executive Officer of Viad Corp.

      E.    TARGET BONUSES:

            Target bonuses will be approved by the Committee for each Executive
            Officer in writing within the following parameters no later than 90
            days after the beginning of the Plan Year and will be expressed as a
            percentage of salary paid during the year. Target bonuses for other
            eligible personnel will be established in writing within the
            following parameters subject to approval by the Chief Executive
            Officer of Viad Corp.

            Actual bonus awards will be dependent on Company performance versus
            the targets established. A threshold performance will be required
            before any bonus award is earned under the net income goal. Awards
            will also be capped when stretch performance levels are achieved.

<TABLE>
<CAPTION>
                                                           As a Percentage of Salary
              Subsidiary Positions*                    Threshold**     Target       Cap
------------------------------------------------       ---------       ------      ------
<S>                                                    <C>             <C>         <C>
Chief Executive Officer/President                         27.5%         55.0%      96.25%
                                                          25.0%         50.0%      87.50%

Executive Vice President-Senior Vice President,           22.5%         45.0%      78.75%
and Other Operating Executives                            20.0%         40.0%      70.00%

Vice Presidents                                           17.5%         35.0%      52.50%
                                                          15.0%         30.0%      45.00%

Key Management Reporting to Officers                      12.5%         25.0%      31.25%
                                                          10.0%         20.0%      25.00%

Staff Professionals                                        7.5%         15.0%      18.75%
                                                           5.0%         10.0%      12.50%
</TABLE>

*     Target Bonus, as determined by the Committee, is dependent upon
      organization reporting relationships.

**    Reflects minimum achievement of all performance targets. Threshold could
      be lower if minimum achievement of only one performance target is met.

                                                                               3
<PAGE>

      F.    BONUS POOL TARGET:

            1.    The "Bonus Pool Target" will be initially established no later
                  than 90 days after the beginning of the Plan Year and will be
                  adjusted to equal the sum of the target bonuses of all
                  designated participants in each Company based upon actual Plan
                  Year salaries, as outlined in paragraph D above, plus 15% for
                  Special Achievement Awards.

            2.    The bonus pool will accrue in accordance with the Bonus Pool
                  Accrual Formula recommended by the Chief Executive Officer of
                  Viad Corp and approved by the Committee.

            3.    Bonus pool accruals not paid out shall not be carried forward
                  to any succeeding year.

      G.    INDIVIDUAL BONUS AWARDS:

            1.    Indicated bonus awards will be equal to the product of the
                  target bonus percentage times the weighted average percentage
                  of bonus pool accrued as determined in paragraph F above times
                  the individual's actual base salary earnings during the Plan
                  Year, subject to adjustments as follows:

                  a)    discretionary upwards or downward adjustment of formula
                        bonus awards by the Committee after considering the
                        recommendation of the Company President or Chief
                        Executive Officer with the approval of the Chief
                        Executive Officer of Viad Corp for those executives not
                        affected by Section 162(m) of the Internal Revenue Code,
                        and

                  b)    discretionary downward adjustment of awards by the
                        Committee for those Executive Officers affected by
                        Section 162(m) of the Internal Revenue Code, and

                  c)    no individual award may exceed the individual's capped
                        target award or the funding limit with respect to
                        Executive Officers, and the aggregate recommended
                        bonuses may not exceed the bonus pool accrued for other
                        than Special Achievement Awards.

            2.    Bonuses awarded to the participating management staff of
                  subsidiary groups may be paid from funds accrued based upon
                  the target bonus for such participant(s) times the weighted
                  average performance of the Companies in the subsidiary group,
                  subject to adjustments as above.

IV.   VIAD CORP CORPORATE STAFF:

      A.    FUNDING LIMIT:

            A "funding limit" shall be established annually for each Corporate
            participant who has been designated an Executive Officer as defined
            under Section 16(b) of the Securities Exchange Act. The funding
            limit will be an amount not to exceed in the case of (i) the
            Company's Chief Executive Officer, $1.5 million; and (ii) all other
            Executive Officers of the Company individually, $500,000. The
            executive cannot be paid a larger bonus than the funding limit
            provided by this clause, but may be paid less in the discretion of
            the Committee based on the Performance Goals set forth below and
            such other factors which the Committee may consider.

      B.    PERFORMANCE GOALS:

            1.    INCOME PER SHARE:

                  An appropriate "income per share" from continuing operations
                  target for Viad Corp may be recommended by the Chief Executive
                  Officer of Viad Corp to the Committee for approval after
                  considering historical income per share from continuing
                  operations, Plan Year financial plan income, overall corporate
                  objectives, and, if appropriate, other circumstances.

                                                                               4
<PAGE>

                  Income per share from continuing operations is determined
                  before unusual or extraordinary items, effects of changes in
                  accounting principles or a change in federal income tax rates
                  after the target has been set. Reclassification of a major
                  business unit to discontinued operations status after targets
                  have been set would also require adjustment because of the
                  effect on continuing operations results. While gains on
                  disposition of a business would normally not be included in
                  determining actual Plan Year net income or income per share,
                  in the event of the sale of a subsidiary or major business
                  unit, a portion of gain would be included equal to the
                  difference between the sold unit's planned net income for the
                  year and actual results to date of sale plus calculated
                  interest savings on proceeds for the balance of the year, so
                  that actual results are not penalized for selling a business.

                  Incentives to be paid under this Plan must be deducted from
                  Viad's earnings by the end of the year. Goals must be achieved
                  after deducting from actual results all incentive compensation
                  applicable to the year, including those incentives earned
                  under this Plan.

            2.    OPERATING INCOME:

                  An appropriate "operating income" may be recommended by the
                  Chief Executive Officer of Viad Corp to the Committee for
                  approval.

                  Operating income is defined as operating income before
                  minority interest, interest expense, interest income, and
                  taxes, excluding unallocated corporate overhead expenses,
                  unusual, non-cash charges (such as goodwill impairments and
                  restructuring charges), and spin-off related costs.

            3.    VALUE ADDED MEASUREMENT:

                  An appropriate "Value Added" target for the plan year for
                  Corporate may be recommended by the Chief Executive Officer of
                  Viad for approval by the Human Resources Committee. This
                  measurement is intended to place increased emphasis on
                  securing an adequate return to Viad on all capital employed in
                  the business. Viad Value Added (VVA) compares operating income
                  to the return required on capital invested in the business.

                  In calculating the bonus pool for Corporate, VVA shall mean
                  Net Operating Profit After Taxes (NOPAT is defined as sales
                  minus operating expenses minus taxes) minus a Capital Charge
                  calculated by multiplying a Cost of Capital times the actual
                  Capital (Capital is defined as total assets less current and
                  other liabilities exclusive of debt). Certain adjustments are
                  necessary to determine NOPAT and Capital.

            4.    CASH FLOW:

                  An appropriate "Cash Flow" target for the plan year for
                  certain companies may be recommended by the Chief Executive
                  Officer of Viad Corp to the Committee for approval. This
                  measurement is intended to place increased emphasis on
                  delivering available cash to Viad.

                  Operating Cash Flow is defined as the net change in cash
                  resulting from the operations of the Company. Cash flows from
                  operations exclude the impact of investing activities
                  (acquiring and disposing of investments and productive
                  long-lived assets) and financing activities (borrowing and
                  repaying debt, payment of dividends, and treasury stock
                  repurchases).

            5.    OTHER PERFORMANCE MEASUREMENTS:

                  An appropriate number of performance measurements other than
                  income per share will be established for Corporate, with the
                  Chief Executive Officer of Viad to recommend to the Committee
                  the level of achievement against each of the measures.

                                                                               5
<PAGE>

            6.    REVENUE:

                  The bonus pool earned will be subject to a further calculation
                  whereby the total bonus pool otherwise accruable will be
                  adjusted by 95% (threshold) up to 105% (maximum) depending on
                  the achievement against the revenue target.

            7.    ESTABLISHING TARGETS:

                  The actual targets for revenue, income per share, cash flow,
                  operating income, VVA and for the performance measurements to
                  be used will be established by the Committee no later than 90
                  days after the beginning of the Plan Year after receiving the
                  recommendations of the Chief Executive Officer of Viad Corp.

      C.    PARTICIPANT ELIGIBILITY:

            The Committee will select the Executive Officers as defined under
            Section 16(b) of the Securities Exchange Act eligible for
            participation no later than 90 days after the beginning of the Plan
            Year. Other personnel will be eligible for participation as
            recommended by the appropriate staff Vice President and as approved
            by the Chief Executive Officer of Viad Corp, limited only to those
            executives who occupy a position in which they can significantly
            affect operating results as defined by the following criteria:

                  a)    Salary grade 25 and above; and

                  b)    Not more than Organizational Level Four below the Chief
                        Executive Officer.

            NOTE: Individuals not qualifying under the criteria established for
            the Plan Year who were included in the previous year will be
            grandfathered (continue as qualified participants until retirement,
            reassignment, or termination of employment) if designated by the
            appropriate Vice President and approved by the Chief Executive
            Officer of Viad Corp.

      D.    TARGET BONUSES:

            Target bonuses will be approved by the Committee for each Executive
            Officer in writing within the following parameters no later than 90
            days after the beginning of the Plan Year and will be expressed as a
            percentage of salary. Target bonuses for other eligible personnel
            will be established in writing within the following parameters
            subject to approval by the Chief Executive Officer of Viad Corp.

            Actual bonus awards will be dependent on Company performance versus
            the targets established. A threshold performance will be required
            before any bonus award is earned under the income per share goal.
            Awards also will be capped when stretch performance levels are
            achieved.

                                                                               6
<PAGE>

<TABLE>
<CAPTION>
                                           As a Percentage of Salary
         Corporate Positions             Threshold**  Target       Cap
         -------------------             -----------  ------      ------
<S>                                      <C>          <C>         <C>
Chairman, President & Chief Executive
Officer                                      45.0%      90.0%     157.50%

Senior Advisory Group                        27.5%      55.0%      96.25%
                                             25.0%      50.0%      87.50%
                                             22.5%      45.0%      78.75%

Corporate Staff Officers                     20.0%      40.0%      70.00%

Staff Directors*                             17.5%      35.0%      52.50%
                                             15.0%      30.0%      45.00%
                                             12.5%      25.0%      31.25%

Staff Professionals*                         10.0%      20.0%      25.00%
                                              7.5%      15.0%      18.75%
</TABLE>

*     Target Bonus, as determined by the Committee, is dependent upon
      organization reporting relationships.

**    Reflects minimum of achievement of all performance targets. Threshold
      could be lower if minimum achievement of only one performance target is
      met.

      E.    BONUS POOL TARGET:

            1.    The "Bonus Pool Target" will be established no later than 90
                  days after the beginning of the Plan Year and will be adjusted
                  to equal the sum of the target bonuses of all qualified
                  participants based upon actual Plan Year base salaries, as
                  outlined in paragraph C above, plus 15% for Special
                  Achievement Awards.

            2.    The bonus pool will accrue in accordance with the Bonus Pool
                  Accrual Formula recommended by the Chief Executive Officer of
                  Viad Corp and approved by the Committee.

            3.    Bonus pool accruals not paid out shall not be carried forward
                  to any succeeding year.

      F.    INDIVIDUAL BONUS AWARDS:

            Indicated bonus awards will be equal to the product of the target
            bonus percentage times the weighted average percentage of bonus pool
            accrued as determined in paragraph D above times the individual's
            actual Plan Year base salary earnings, subject to adjustments as
            follows:

                  a)    discretionary upward or downward adjustment of formula
                        awards by the Committee after considering the
                        recommendations of the Chief Executive Officer of Viad
                        Corp for those executives not affected by Section 162(m)
                        of the Internal Revenue Code,

                  b)    discretionary downward adjustment of awards by the
                        Committee for those Executive Officers affected by
                        Section 162(m) of the Internal Revenue Code, and

                  c)    no individual award may exceed the individual's capped
                        target award or the funding limit with respect to
                        Executive Officers and the aggregate recommended bonuses
                        may not exceed the bonus pool for other than Special
                        Achievement Awards.

                                                                               7
<PAGE>

V.    REPAYMENT PROVISIONS:

      A.    NON-COMPETE:

            Unless a Change of Control (as defined in the Viad Corp Omnibus
            Incentive Plan, as amended) shall have occurred after the date
            hereof:

            1.    In order to better protect the goodwill of Viad and its
                  Affiliates (as defined in the Plan) and to prevent the
                  disclosure of Viad's or its Affiliates' trade secrets and
                  confidential information and thereby help insure the long-term
                  success of the business, each participant in this Plan,
                  without prior written consent of Viad, 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 of any enterprise or
                  otherwise, for a period of two (2) years following the date of
                  such participant's termination of employment with Viad or any
                  of its Affiliates, 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 Viad or its
                  Affiliates (including both existing services or products as
                  well as services or products known to such participant, as a
                  consequence of such participant's employment with Viad or one
                  of its Affiliates, to be in development):

                  a)    with respect to which such participant's work has been
                        directly concerned at any time during the two (2) years
                        preceding termination of employment with Viad or one of
                        its Affiliates, or

                  b)    with respect to which during that period of time such
                        participant, as a consequence of participant's job
                        performance and duties, acquired knowledge of trade
                        secrets or other confidential information of Viad or its
                        Affiliates.

            2.    For purposes of the provisions of paragraph V A, it shall be
                  conclusively presumed that a participant in this Plan 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.

            3.    If, at any time within two (2) years following the date of a
                  participant's termination of employment with Viad or any of
                  its Affiliates, such participant engages in any conduct agreed
                  to be avoided in accordance with paragraph V A, then all
                  bonuses paid under this Plan to such participant during the
                  last 12 months of employment shall be returned or otherwise
                  repaid by such participant to Viad. Participants in this Plan
                  consent to the deduction from any amounts Viad or any of its
                  Affiliates owes to such participants to the extent of the
                  amounts such participants owe Viad hereunder.

      B.    MISCONDUCT:

            Unless a Change of Control shall have occurred after the date
            hereof, all bonuses paid for 2003 and thereafter under this Plan to
            any participant shall be returned or otherwise repaid by such
            participant to Viad, if Viad reasonably determines that during a
            participant's employment with Viad or any of its Affiliates:

                  a)    such participant 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
                        Viad applicable to such participant or of the Always
                        Honest compliance program or similar program of Viad; or

                  b)    such participant was aware of and failed to report, as
                        required by any code of ethics of Viad applicable to
                        such participant or by the Always Honest compliance
                        program or similar program of Viad, 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 Viad applicable to such participant or of the
                        Always Honest compliance program or similar program of
                        Viad.

                                                                               8
<PAGE>

            Participants in this Plan consent to the deduction from any amounts
            Viad or any of its Affiliates owes to such participants to the
            extent of the amounts such participants owe Viad hereunder.

      C.    ACTS CONTRARY TO VIAD:

            Unless a Change of Control shall have occurred after the date
            hereof, if Viad reasonably determines that at any time within two
            (2) years after the award of any bonus under this Plan to a
            participant that such participant has acted significantly contrary
            to the best interests of Viad, including, but not limited to, any
            direct or indirect intentional disparagement of Viad, then any bonus
            paid under this Plan to such participant during the prior 2-year
            period shall be returned or otherwise repaid by the participant to
            Viad. Participants in this Plan consent to the deduction from any
            amounts Viad or any of its Affiliates owes to such participants to
            the extent of the amounts such participants owe Viad hereunder.

      D.    The Corporation's reasonable determination required under paragraphs
            V B and V C shall be made by the Human Resources Committee of the
            Corporation'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.

VI.   SPECIAL ACHIEVEMENT AWARDS:

      Special bonuses of up to 15% of base salary for exceptional performance to
      employees (primarily exempt employees) who are not participants in this
      Plan, including newly hired employees, may be recommended at the
      discretion of the Chief Executive Officer to the Committee from the
      separate funds for discretionary awards provided for under paragraphs III
      F and IV E.

VII.  APPROVAL AND DISTRIBUTION:

      The individual incentive bonus amounts and the terms of payment thereof
      will be fixed following the close of the Plan Year by the Committee. Any
      award made under this Plan is subject to the approval of this Plan by the
      stockholders of Viad Corp.

VIII. COMPENSATION ADVISORY COMMITTEE:

      The Compensation Advisory Committee is appointed by the Chief Executive
      Officer of Viad Corp to assist the Committee in the implementation and
      administration of this Plan. The Compensation Advisory Committee shall
      propose administrative guidelines to the Committee to govern
      interpretations of this Plan and to resolve ambiguities, if any, but the
      Compensation Advisory Committee will not have the power to terminate,
      alter, amend, or modify this Plan or any actions hereunder in any way at
      any time.

IX.   SPECIAL COMPENSATION STATUS:

      All bonuses paid under this Plan shall be deemed to be special
      compensation and, therefore, unless otherwise provided for in another plan
      or agreement, will not be included in determining the earnings of the
      recipients for the purposes of any pension, group insurance or other plan
      or agreement of a Company or of Viad Corp. Participants in this Plan shall
      not be eligible for any contractual or other short-term (sales,
      productivity, etc.) incentive plan except in those cases where
      participation is weighted between this Plan and any such other short-term
      incentive plan.

X.    DEFERRALS:

      Participants subject to taxation of income by the United States may submit
      to the Committee, prior to November 15 of the year in which the bonus is
      being earned a written request that all or a portion, but not less than a
      specified minimum, of their bonus awards to be determined, if any, be
      irrevocably deferred substantially in accordance with the terms and
      conditions of a deferred compensation plan approved by the Board of
      Directors of Viad Corp or, if applicable, one of its subsidiaries.
      Participants subject to taxation of income by other jurisdictions may
      submit to the Committee a written request that all or a portion of their

                                                                               9
<PAGE>

      bonus awards be deferred in accordance with the terms and conditions of a
      plan which is adopted by the Board of Directors of a participant's
      Company. Upon the receipt of any such request, the Committee thereunder
      shall determine whether such request should be honored in whole or part
      and shall forthwith advise each participant of its determination on such
      request.

XI.   PLAN TERMINATION:

      This Plan shall continue in effect until such time as it may be canceled
      or otherwise terminated by action of the Board of Directors of Viad Corp
      and will not become effective with respect to any Company unless and until
      its Board of Directors adopts a specific plan for such Company. While it
      is contemplated that incentive awards from the Plan will be made, the
      Board of Directors of Viad Corp, or any other Company hereunder, may
      terminate, amend, alter, or modify this Plan at any time and from time to
      time. Participation in the Plan shall create no right to participate in
      any future year's Plan.

XII.  EMPLOYEE RIGHTS:

      No participant in this Plan shall be deemed to have a right to any part or
      share of this Plan, except as provided in Paragraph XIII. This Plan does
      not create for any employee or participant any right to be retained in
      service by any Company, nor affect the right of any such Company to
      discharge any employee or participant from employment. Except as provided
      for in administrative guidelines, a participant who is not an employee of
      Viad Corp or one of its subsidiaries on the date bonuses are paid will not
      receive a bonus payment.

XIII. EFFECT OF CHANGE OF CONTROL:

      Notwithstanding anything to the contrary in this Plan, in the event of a
      Change of Control (as defined in the 1997 Viad Corp Omnibus Incentive
      Plan) each participant in the Plan shall be entitled to a prorata bonus
      award calculated on the basis of achievement of performance goals through
      the date of the Change of Control.

XIV.  EFFECTIVE DATE:

      The Plan shall be effective January 1, 1997, provided however, that any
      award made under this Plan is subject to the approval of the 1997 Viad
      Corp Omnibus Incentive Plan by the stockholders of Viad Corp.

                                                                              10
</TEXT>
</DOCUMENT>
