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                                                                    EXHIBIT 10.D

                                    VIAD CORP

                        ANNUAL MANAGEMENT INCENTIVE PLAN
                PURSUANT TO THE VIAD 1997 OMNIBUS INCENTIVE PLAN
                            AS AMENDED MARCH 14, 2000

I.       PURPOSE:

         The purpose of the Viad Corp Management Incentive Plan (Plan) is to
         provide key executives of Viad Corp 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 net 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
         Exhibitgroup/Giltspur group
         GES Exposition Services, Inc. group
         Recreation Division (ProDine) group
         Travelers Express Company, Inc. group

         Viad Corp 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 16b of the Securities
                  Exchange Act. The funding limit shall be an amount determined
                  by multiplying the actual net income of the Company for the
                  Plan Year by the percent

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                  of such income approved by the Human Resources Committee of
                  the Viad Corp Board of Directors (Committee) for such funding
                  limit. The subsidiary 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 HR Committee based on the
                  Performance Goals set forth below and other such factors which
                  the HR Committee may consider.

         C.       PERFORMANCE GOALS:

                  1.       OPERATING INCOME (as calculated for external
                           reporting purposes):

                           An appropriate "operating income" target for the plan
                           year for each Company will be recommended by the
                           Chief Executive Officer of Viad Corp 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 income to be used in calculating the bonus
                           pool of each Company shall mean operating income
                           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 addback to actual operating income will be allowed
                           for any increased cost to a subsidiary if there is an
                           increase 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 income) arising after a
                           Company's targets are set may be recommended by the
                           Chief Executive Officer of Viad Corp to the Committee
                           for approval, including, for example, appropriate
                           adjustment of operating income target to reflect
                           planned effects of an acquisition approved after
                           target has been set. Other examples include
                           extraordinary items or effects of a change in
                           accounting principles.

                           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.

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                  2.       VALUE ADDED MEASUREMENT:

                           An appropriate "Value Added" target for the plan year
                           for each Company will 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 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, as set forth in the VVA user guide.

                  3.       OTHER PERFORMANCE MEASUREMENTS:

                           An appropriate number of performance measurements
                           other than operating income and VVA will 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 HR committee the
                           measures to be used and, at the end of the year, the
                           level of achievement against each. Measures which may
                           be used include, but are not limited to:

                             1) Operating income margin growth*
                             2) Control/reduce workers compensation and
                                liability claims/costs
                             3) Profitability per employee
                             4) Growth in funds for payment service
                             5) Pushdown of balance sheet measures of VVA to
                                Lines of Businesses
                             6) Development of long-term internet strategies
                             7) Drive shared services initiatives
                                * Fully taxable equivalent basis (where
                                  appropriate)

                  4.       REVENUE (as calculated for external reporting
                           purposes):

                           The bonus pool earned will be subject to a further
                           calculation whereby the total bonus pool otherwise

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                           accruable will be adjusted by 95% (threshold) up to
                           105% (maximum), depending on the achievement against
                           the revenue target.

                  5.       ESTABLISHING TARGETS:

                           The targets for revenue, operating income, VVA 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 16b 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.

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                  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*                   25.0%             50%             89.25%
                                                     22.5%             45%            80.325%
                                                     20.0%             40%              71.4%

Executive Vice President-Senior Vice                 20.0%             40%              71.4%
President, and Other Operating Executives

Vice Presidents*                                     17.5%             35%            62.475%
                                                     15.0%             30%             53.55%

Key Management Reporting to Officers*                12.5%             25%            44.625%
                                                     10.0%             20%              35.7%

Staff Professionals*                                 7.5%              15%            26.775%
                                                     5.0%              10%             17.85%
</TABLE>

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

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

         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 ratably such that

                           a)       on 60% of the sum of target bonuses:

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                                    (i)     no bonus will be earned if less than
                                            90% of the operating income target
                                            is achieved;

                                    (ii)    50% (threshold) to 100% will be
                                            earned if 90% to 100% of the
                                            operating income target is achieved.

                                    (iii)   100% to 170% will be earned if 100%
                                            to 110% of the operating income
                                            target is achieved.

                           b)       on 30% of the sum of target bonuses:

                                    (i)     No bonuses will be earned if less
                                            than 70% of the VVA target is
                                            achieved;

                                    (ii)    50% (threshold) to 100% will be
                                            earned if 70% to 100% of the VVA
                                            target is achieved.

                                    (iii)   100% to 170% (cap) will be earned
                                            if 100% to 130% of the VVA target
                                            is achieved.

                                            Notwithstanding 2.a) i), ii) and
                                            iii) and 2.b) i), ii) and iii), of
                                            this paragraph F, the ratable
                                            accrual of the operating income and
                                            VVA targets may be established for
                                            threshold within the range of above
                                            70%, up to and including 98% and for
                                            maximum within the range of below
                                            130% down to 102%, for a Company as
                                            may be designated by the Committee
                                            after considering the
                                            recommendations of the Chief
                                            Executive Officer of Viad Corp;
                                            however, the Committee may, when
                                            appropriate, adjust such ranges
                                            upward or downward.

                                            Further, the bonus pool shall
                                            include any excess of the funding
                                            limit established pursuant to
                                            paragraph B for a Company's
                                            Executive Officer(s) over the amount
                                            of bonus pool funds otherwise
                                            provided with respect to such
                                            person(s) pursuant to 2a) and b) of
                                            this Paragraph F.

                           c)       on 10% of the sum of target bonuses:

                                    (i)     No bonuses will be earned if
                                            achievement relating to the other
                                            designated performance measurements
                                            is considered unsatisfactory;

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                                    (ii)     50% (threshold) to 170% will be
                                             earned as determined by the
                                             Committee after considering the
                                             recommendation of the Chief
                                             Executive Officer of Viad of the
                                             level of acceptable achievement
                                             relating to the other designated
                                             performance measurements.

                           d)       a further reduction or increase in the total
                                    bonus accrual earned under 2.a), b) and c)
                                    of this paragraph will occur:

                                    (i)      If less than threshold revenue
                                             target is achieved, then overall
                                             award is reduced by 5%;

                                    (ii)     If greater than or equal to
                                             threshold but below maximum revenue
                                             target is achieved, then overall
                                             award remains at 100%;

                                    (iii)    If equal to or greater than maximum
                                             revenue target is achieved, overall
                                             award is increased by 105%, such
                                             that the maximum total bonus
                                             accrual percentage earned under
                                             paragraph 2 is 178.5% (applies only
                                             if achievement under the Operating
                                             Income, VVA & Other Performance
                                             Measurements are at maximum, 170%;
                                             otherwise, Revenue bonus pool
                                             accrual formula will be limited to
                                             100%).


                  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

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                           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 16b of the Securities
                  Exchange Act. The funding limit will be an amount determined
                  by multiplying the actual net income from continuing
                  operations of the Corporation (as used in the income per share
                  calculation described herein) for the Plan Year by the percent
                  of such income approved by the Committee for such funding
                  limit. 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 will 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.

                           Income per share from continuing operations is
                           determined before extraordinary items, effects of
                           changes in accounting principles or a

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                           change in federal income tax rates after the target
                           has been set. (For example, new FASB release on
                           Accounting for Derivatives, to be effective for
                           periods after December 15, 2000, which could be
                           adopted earlier, but was not taken into account in
                           setting 2000 target income per share.)
                           Reclassification of a major business unit to
                           discontinued operations status after targets have
                           been set would also require adjustment because of
                           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 the 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 Corporate will 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, as set forth in the VVA user guide.

                  3.       OTHER PERFORMANCE MEASUREMENTS:

                           An appropriate number of performance measurements
                           other than income per share will be established for
                           Corporate, with the Chief

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                           Executive Officer of Viad to recommend to the Human
                           Resources Committee the level of achievement against
                           each of the measures.

                           The measures to be considered include, but are not
                           limited to:

                           1)   Reduction of investment in non-core assets
                           2)   Management of 'legacy' liabilities of
                                discontinued and/or sold businesses (primarily
                                for legal, self-insurance, reinsurance and
                                environmental matters)
                           3)   Strategic positioning through effective
                                portfolio management
                           4)   Corporate center cost control
                           5)   Through analysis and support, identify and help
                                correct problems in operating units

                  4.       REVENUE (as calculated for external reporting
                           purposes):

                           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.

                  5.       ESTABLISHING TARGETS:

                           The actual targets for revenue, income per share, for
                           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 16b 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.

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                  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.

<TABLE>
<CAPTION>
                                                                   As a Percentage of Salary
         Corporate Positions                       Threshold**              Target                    Cap
         -------------------                       -----------              ------                    ---
<S>                                                <C>                      <C>                    <C>
         Chairman, President & Chief
         Executive Officer                           37.50%                   75%                   137.8%

         Senior Advisory Group                       25.00%                   50%                   89.25%
                                                     22.50%                   45%                  80.325%

         Corporate Staff Officers                    20.00%                   40%                    71.4%

         Staff Directors*                            17.50%                   35%                  62.475%
                                                     15.00%                   30%                   53.55%
                                                     12.50%                   25%                  44.625%
                                                     10.00%                   20%                    35.7%

         Staff Professionals*                         7.50%                   15%                  26.775%
                                                      5.00%                   10%                   17.85%
</TABLE>

         *        Target Bonus, as determined by the Committee, is dependent
                  upon Organization Reporting Relationships.

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

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         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 ratably such that

                           a)       on 60% of the sum of the target bonuses:

                                    (i)      no bonus will be earned if less
                                             than 90% of income per share target
                                             is achieved;

                                    (ii)     50% to 100% will be earned if 90%
                                             to 100% of income per share target
                                             is achieved; and

                                    (iii)    100% to 170% (175% in the case of
                                             Chairman, President and Chief
                                             Executive Officer) will be earned
                                             if 100% to 110% of income per share
                                             target is achieved.

                           b)       on 30% of the sum of target bonuses:

                                    (i)      no bonus will be earned if less
                                             than 90% of the VVA target is
                                             achieved;

                                    (ii)     from 50% (threshold) to 100% will
                                             be earned if 90% to 100% of the VVA
                                             target is achieved.

                                    (iii)    100% to 170% (175% in the case of
                                             Chairman, President and Chief
                                             Executive Officer) (cap) will be
                                             earned if 100% to 110% of the VVA
                                             target is achieved.

                           c)       on 10% of the sum of target bonuses:

                                    (i)      no bonus will be earned if
                                             achievement relating to the other
                                             designated performance measurements
                                             is considered unsatisfactory;

                                    (ii)     from 50% (threshold) to 170% (175%
                                             in the case of Chairman, President
                                             and Chief Executive Officer) will
                                             be earned as designated by the
                                             Committee after

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                                             considering the recommendation of
                                             the Chief Executive Officer of Viad
                                             of the level of acceptable
                                             achievement relating to the other
                                             designated performance measures

                           d)       a further reduction or increase in the total
                                    bonus accrual earned under 2.a), b) and c)
                                    of this paragraph will occur:

                                    (i)     If less than threshold revenue
                                            target is achieved, then overall
                                            award is reduced by 5%;

                                    (ii)    If greater than or equal to
                                            threshold but below maximum revenue
                                            target is achieved, then overall
                                            award remains at 100%;

                                    (iii)   If equal to or greater than maximum
                                            revenue target is achieved, overall
                                            award is increased by 105%, such
                                            that the maximum total bonus accrual
                                            percentage earned under paragraph 2
                                            is 178.5% (183.75% in the case of
                                            Chairman, President & Chief
                                            Executive Officer) (applies only if
                                            achievement under the Income per
                                            Share, VVA & Other Performance
                                            Measurements are at maximum, 170%;
                                            otherwise, Revenue bonus pool
                                            accrual formula will be limited to
                                            100%).

                           e)       Notwithstanding 2.a) i), ii) and iii) and
                                    2.b) i), ii) and iii) of this paragraph E,
                                    the ratable accrual of the income per share
                                    and VVA targets may be established for
                                    threshold within the range of above 90% up
                                    to and including 97% and for maximum within
                                    the range of below 110% down to 103% as may
                                    be designated by the Committee; however, the
                                    Committee may, when appropriate, adjust such
                                    ranges upward or downward. Further, the
                                    bonus pool shall include any excess of the
                                    funding limit established pursuant to
                                    Paragraph B for each Corporate Executive
                                    Officer over the amount of bonus pool funds
                                    otherwise provided with respect to such
                                    persons pursuant to 2 a) and b) of this
                                    Paragraph E.

                           f)       Provided no less than an amount equal to
                                    12.5% of the actual bonus accruals earned
                                    under section III of this Plan or any Line
                                    of Business Incentive Plan established after
                                    1984, for participants under section III
                                    herein will be earned hereunder, up to an
                                    aggregate maximum of 178.5% of Bonus Pool
                                    Target and transferred by the companies
                                    covered in section III, herein,

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                                    to Viad Corp. For purposes of this
                                    determination only, the 178.5% upper limit
                                    shall not apply on such actual bonus accrual
                                    calculations for subsidiaries, subsidiary
                                    groups and divisions, and the calculation
                                    will exclude the excess if any, of funding
                                    limit amounts over bonus pool funds
                                    otherwise calculated under this provision.

                  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.

V.       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.

VI.      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

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         under this Plan is subject to the approval of this Plan by the
         stockholders of Viad Corp.

VII.     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.

VIII.    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.

IX.      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 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.

X.       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

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         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.

XI.      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 XII. 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.

XII.     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 Viad 1997 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.

XIII.    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 Viad 1997
         Omnibus Incentive Plan by the stockholders of Viad Corp.

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