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                                                                    EXHIBIT 10.D

                                    VIAD CORP

                            MANAGEMENT INCENTIVE PLAN

              PURSUANT TO THE 1997 VIAD CORP OMNIBUS INCENTIVE PLAN

                          AS AMENDED NOVEMBER 21, 2002

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.
      Travelers Express Company, Inc. group

      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 determined by multiplying the actual net
            income of the Company for the Plan Year by the percent of such
            income approved by the Human Resources Committee of the Viad Corp
            Board

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            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 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 will 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 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.

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            2.    VALUE ADDED MEASUREMENT:

                  An appropriate "Value Added" target for the plan year for
                  certain companies 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 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 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
                  delivering available cash to Viad.

                  Free Cash Flow is defined as net income plus depreciation and
                  amortization less capital expenditures, plus the change in
                  working capital plus minority interest income/loss plus the
                  change in other operating activities (i.e., change in
                  long-term assets/liabilities, settlement of lawsuits, etc.).

            4.    OTHER PERFORMANCE MEASUREMENTS:

                  An appropriate number of performance measurements other than
                  operating or pre-tax income, VVA, and cash flow 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
                  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.

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            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.

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<TABLE>
<CAPTION>
                                                         As a Percentage of Salary
                                                  ---------------------------------------

             Subsidiary Positions*                Threshold**     Target          Cap
-----------------------------------------------   -----------   -----------   -----------

<S>                                               <C>           <C>           <C>
Chief Executive Officer/President                        25.0%           50%          100%
                                                         22.5%           45%           90%
                                                         20.0%           40%           80%

Executive Vice President-Senior Vice President,          20.0%           40%           80%
and Other Operating Executives

Vice Presidents                                          17.5%           35%           70%
                                                         15.0%           30%           60%

Key Management Reporting to Officers                     12.5%           25%           50%
                                                         10.0%           20%           40%

Staff Professionals                                       7.5%           15%           30%
                                                          5.0%           10%           20%
</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.

      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

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                        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 determined by multiplying the actual net
            income from continuing operations of Viad (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 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

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                  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.    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.

            3.    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.

            4.    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.

            5.    ESTABLISHING TARGETS:

                  The actual targets for revenue, income per share, 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

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                  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.

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<TABLE>
<CAPTION>
                                                         As a Percentage of Salary
                                                  ---------------------------------------

              Corporate Positions                 Threshold**     Target          Cap
-----------------------------------------------   -----------   -----------   -----------

<S>                                               <C>           <C>           <C>
Chairman, President & Chief Executive Officer            37.5%           75%          150%


Senior Advisory Group                                    25.0%           50%          100%
                                                         22.5%           45%           90%

Corporate Staff Officers                                 20.0%           40%           80%

Staff Directors*                                         17.5%           35%           70%
                                                         15.0%           30%           60%
                                                         12.5%           25%           50%
                                                         10.0%           20%           40%

Staff Professionals*                                      7.5%           15%           30%
                                                          5.0%           10%           20%
</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,

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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 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 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

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      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 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 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.

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

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