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                                                              EXHIBIT NO. 10.A

                    1997 VIAD CORP OMNIBUS INCENTIVE PLAN,
                     AS AMENDED THROUGH FEBRUARY 19, 2004

SECTION 1.  PURPOSE; DEFINITIONS.

      The purpose of the Plan is to give the Company a significant advantage
in attracting, retaining and motivating officers, employees and directors and
to provide the Company and its subsidiaries with the ability to provide
incentives more directly linked to the profitability of the Company's
businesses and increases in stockholder value.  It is the current intent of
the Committee that the Plan shall replace the 1992 Stock Incentive Plan for
purposes of new Awards and that the Viad Corp Management Incentive Plan, the
Viad Corp Performance Unit Incentive Plan, and the Viad Corp
Performance-Based Stock Plan continue under the auspices of Sections 7 and 8
hereof subject to the discretion of the Committee under the terms and
conditions of this Plan.

      For purposes of the Plan, the following terms are defined as set forth
below:

      (a)  "AFFILIATE" means a corporation or other entity controlled by the
Company and designated by the Committee as such.

      (b)  "AWARD" means an award of Stock Appreciation Rights, Stock
Options, Restricted Stock or Performance-Based Awards.

      (c)  "AWARD CYCLE" will mean a period of consecutive fiscal years or
portions thereof designated by the Committee over which Awards of Restricted
Stock or Performance-Based Awards are to be earned.

      (d)  "BOARD" means the Board of Directors of the Company.

      (e)  "CAUSE" means (1) the conviction of a participant for committing a
felony under federal law or the law of the state in which such action
occurred, (2) dishonesty in the course of fulfilling a participant's
employment duties or (3) willful and deliberate failure on the part of a
participant to perform his employment duties in any material respect, or such
other events as will be determined by the Committee.  The Committee will have
the sole discretion to determine whether "Cause" exists, and its
determination will be final.

      (f)  "CHANGE IN CONTROL" and "CHANGE IN CONTROL PRICE" have the
meanings set forth in Sections 9(b) and (c), respectively.

      (g)  "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

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      (h)  "COMMISSION" means the Securities and Exchange Commission or any
successor agency.

      (i)  "COMMITTEE" means the Committee referred to in Section 2.

      (j)  "COMMON STOCK" means common stock, par value $1.50 per share, of
the Company.

      (k)  "COMPANY" means Viad Corp, a Delaware corporation.

      (l)  "COMPANY UNIT" means any subsidiary, group of subsidiaries, line
of business or division of the Company, as designated by the Committee.

      (m)  "DISABILITY" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.

      (n)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

      (o)  "FAIR MARKET VALUE" means, as of any given date, the mean between
the highest and lowest reported sales prices of the Stock on the New York
Stock Exchange Composite Tape or, if not listed on such exchange, on any
other national exchange on which the Stock is listed or on the Nasdaq Stock
Market.  If there is no regular public trading market for such Stock, the
Fair Market Value of the Stock will be determined by the Committee in good
faith.  In connection with the administration of specific sections of the
Plan, and in connection with the grant of particular Awards, the Committee
may adopt alternative definitions of "Fair Market Value" as appropriate.

      (p)  "INCENTIVE STOCK OPTION" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422
of the Code.

      (q)  "MIP" means the Company's Management Incentive Plan providing
annual cash bonus awards to participating employees based upon predetermined
goals and objectives.

      (r)  "NET INCOME" means the consolidated net income of the Company
determined in accordance with GAAP before extraordinary, unusual and other
non-recurring items.

      (s)  "NON-EMPLOYEE DIRECTOR" means a member of the Board who qualifies
as a "Non-Employee Director" as defined in Rule 16b-3(b)(3), as promulgated
by the Commission under the Exchange Act, or any successor definition adopted
by the Commission.

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      (t)  "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

      (u)  "PERFORMANCE GOALS" means the performance goals established by the
Committee in connection with the grant of Restricted Stock or
Performance-Based Awards.  In the case of Qualified Performance-Based Awards,
such goals (1) will be based on the attainment of specified levels of one or
more of the following measures with respect to the Company or any Company
Unit, as applicable:  economic value added, sales or revenues, costs or
expenses, net profit after tax, gross profit, operating profit, base
earnings, return on actual or pro forma equity or net assets or capital, net
capital employed, earnings per share, earnings per share from continuing
operations, operating income, pre-tax income, operating income margin, net
income, stockholder return including performance (total stockholder return)
relative to the S&P 500, MidCap 400 or similar index or performance (total
stockholder return) relative to the proxy comparator group, in both cases as
determined pursuant to Rule 402(l) of Regulation S-K promulgated under the
Exchange Act, cash generation, cash flow, unit volume and change in working
capital and (2) will be set by the Committee within the time period
prescribed by Section 162(m) of the Code and related regulations.

      (v)  "PERFORMANCE-BASED AWARD" means an Award made pursuant to Section 8.

      (w)  "PERFORMANCE-BASED RESTRICTED STOCK AWARD" has the meaning set
forth in Section 7(c)(1) hereof.

      (x)  "PLAN" means the 1997 Viad Corp Omnibus Incentive Plan, As
Amended, as set forth herein and as hereafter amended from time to time.

      (y)  "PREFERRED STOCK" means preferred stock, par value $0.01, of the
Company.

      (z)  "QUALIFIED PERFORMANCE-BASED AWARDS" means an Award of Restricted
Stock or a Performance-Based Award designated as such by the Committee at the
time of grant, based upon a determination that (1) the recipient is or may be
a "covered employee" within the meaning of Section 162(m)(3) of the Code in
the year in which the Company would expect to be able to claim a tax
deduction with respect to such Restricted Stock or Performance-Based Award
and (2) the Committee wishes such Award to qualify for the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code that is set
forth in Section 162(m)(4)(C).

      (aa) "RESTRICTED STOCK" means an award granted under Section 7.

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      (bb) "RETIREMENT," except as otherwise determined by the Committee,
means voluntary separation of employment, voluntary termination of employment
or voluntary resignation from employment (a) at or after attaining age 55 on
pension or vested to receive pension under a pension plan of the Corporation
upon election, or (b) upon or after attaining age 55 and not less than five
years' continuous service with the Corporation or an affiliate of the
Corporation, whether or not vested for pension.  Retirement shall be deemed
to occur at the close of business on the last day of the employee's
participation on the payroll of the Corporation whether receiving
compensation for active employment, accrued vacation, salary continuation
(regular way or lump sum) or like employment programs.

      (cc) "RULE 16b-3" means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.

      (dd) "STOCK" means the Common Stock or Preferred Stock.

      (ee) "STOCK APPRECIATION RIGHT" means a right granted under Section 6.

      (ff) "STOCK OPTION" means an option granted under Section 5.

      (gg) "TERMINATION OF EMPLOYMENT" means the termination of the
participant's employment with the Company and any subsidiary or Affiliate.  A
participant employed by a subsidiary or an Affiliate will also be deemed to
incur a Termination of Employment if the subsidiary or Affiliate ceases to be
such a subsidiary or Affiliate, as the case may be, and the participant does
not immediately thereafter become an employee of the Company or another
subsidiary or Affiliate.  Transfers among the Company and its subsidiaries
and Affiliates, as well as temporary absences from employment because of
illness, vacation or leave of absence, will not be considered a Termination
of Employment.

      In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.

SECTION 2.  ADMINISTRATION.

      The Plan will be administered by the Human Resources Committee of the
Board pursuant to authority delegated by the Board in accordance with the
Company's By-Laws.  If at any time there is no such Human Resources Committee
or such Human Resources Committee shall fail to be composed of at least two
directors each of whom is a Non-Employee Director and is an "outside
director" under Section 162(m)(4) of the Code, the Plan will be administered
by a Committee selected by the Board and composed of not less than two
individuals, each of whom is such a Non-Employee Director and such an
"outside director."

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      The Committee will have plenary authority to grant Awards pursuant to
the terms of the Plan to officers, employees and directors of the Company and
its subsidiaries and Affiliates, but the Committee may not grant MIP Awards
larger than the limits provided in Section 3.

      Among other things, the Committee will have the authority, subject to
the terms of the Plan:

      (a)  to select the officers, employees and directors to whom Awards may
from time to time be granted;

      (b)  to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and
Performance-Based Awards or any combination thereof are to be granted
hereunder;

      (c)  to determine the number of shares of Stock or the amount of cash
to be covered by each Award granted hereunder;

      (d)  to determine the terms and conditions of any Award granted
hereunder (including, but not limited to, the option price (subject to
Section 5(a)), any vesting condition, restriction or limitation (which may be
related to the performance of the participant, the Company or any subsidiary,
Affiliate or Company Unit) and any rule concerning vesting acceleration or
waiver of forfeiture regarding any Award and any shares of Stock relating
thereto, based on such factors as the Committee will determine) provided,
however, that the Committee will have no power to accelerate the vesting, or
waive the forfeiture, regarding any Award and any shares of Stock relating
thereto, except in connection with a "change of control" of the Company, the
sale of a subsidiary or majority-owned affiliate of the Company (and then
only with respect to participants employed by each such subsidiary or
affiliate), the death or disability of a participant or termination of
employment of a participant, and, further provided, however, that the
Committee will have no power to accelerate the vesting, or waive the
forfeiture, of any Qualified Performance-Based Awards;

      (e)  to modify, amend or adjust the terms and conditions, at any time
or from time to time, of any Award, including but not limited to Performance
Goals; provided, however, that the Committee may not adjust upwards the
amount payable with respect to any Qualified Performance-Based Award or waive
or alter the Performance Goals associated therewith and provided, further,
however, that the Committee may not reprice Stock Options except for an
amount of Stock Options representing not more than 10% of then outstanding
Stock Options;

      (f)  to determine to what extent and under what circumstances Stock and
other amounts payable with respect to an Award will be deferred; and

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      (g)  to determine under what circumstances a Stock Option may be
settled in cash or Stock under Section 5(j).

      The Committee will have the authority to adopt, alter or repeal such
administrative rules, guidelines and practices governing the Plan as it from
time to time deems advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

      The Committee may act only by a majority of its members then in office,
except that the members thereof may (1) delegate to designated officers or
employees of the Company such of its powers and authorities under the Plan as
it deems appropriate (provided that no such delegation may be made that would
cause Awards or other transactions under the Plan to fail to be exempt from
Section 16(b) of the Exchange Act or that would cause Qualified
Performance-Based Awards to cease to so qualify) and (2) authorize any one or
more members or any designated officer or employee of the Company to execute
and deliver documents on behalf of the Committee.

      Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award
will be made in the sole discretion of the Committee or such delegates at the
time of the grant of the Award or, unless in contravention of any express
term of the Plan, at any time thereafter.  All decisions made by the
Committee or any appropriately delegated officer(s) or employee(s) pursuant
to the provision of the Plan will be final and binding on all persons,
including the Company and Plan participants.

      Notwithstanding anything to the contrary in the Plan, the Committee
will have the authority to modify, amend or adjust the terms and conditions
of any Award as appropriate in the event of or in connection with any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the capital
structure of the Company.

SECTION 3. STOCK SUBJECT TO PLAN AND LIMITS ON AWARDS.

      (a)  Subject to adjustment as provided herein, the number of shares of
Common Stock of the Company available for grant under the Plan in each
calendar year (including partial calendar years) during which the Plan is in
effect shall be equal to two percent (2.0%) of the total number of shares of
Common Stock of the Company outstanding as of the first day of each such year
for which the Plan is in effect; provided that any shares available for grant
in a particular calendar year (or partial calendar year) which are not, in
fact, granted in such year shall be added to the shares available for grant
in any subsequent calendar year.

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      (b)  Subject to adjustment as provided herein, the number of shares of
Stock covered by Awards granted to any one participant will not exceed
500,000 shares for any consecutive twelve-month period and the aggregate
dollar amount for Awards denominated solely in cash will not exceed $5.0
million for any such period.

      (c)  In addition, and subject to adjustment as provided herein, no more
than 7.5 million shares of Common Stock will be cumulatively available for
the grant of Incentive Stock Options over the life of the Plan.

      (d)  Shares subject to an option or award under the Plan may be
authorized and unissued shares or may be "treasury shares."  In the event of
any merger, reorganization, consolidation, recapitalization, spin-off, stock
dividend, stock split, extraordinary distribution with respect to the Stock
or other change in corporate structure affecting the Stock, such substitution
or adjustments will be made in the aggregate number and kind of shares
reserved for issuance under the Plan, in the aggregate limit on grants to
individuals, in the number, kind, and option price of shares subject to
outstanding Stock Options and Stock Appreciation Rights, in the number and
kind of shares subject to other outstanding Awards granted under the Plan
and/or such other equitable substitutions or adjustments as may be determined
to be appropriate by the Committee or the Board, in its sole discretion;
provided, however, that the number of shares subject to any Award will always
be a whole number.

      (e)  Awards under the MIP may not exceed in the case of (i) the
Company's Chief Executive Officer, $1.5 million; (ii) a president of any of
the Company's operating companies, whether or not incorporated, $750,000; and
(iii) all other executive officers of the Company individually, $500,000.

SECTION 4.  ELIGIBILITY.

      Officers, employees and directors of the Company, its subsidiaries and
Affiliates who are responsible for or contribute to the management, growth
and profitability of the business of the Company, its subsidiaries and
Affiliates are eligible to be granted Awards under the Plan.

SECTION 5.  STOCK OPTIONS.

      Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types:  Incentive Stock Options and
Non-Qualified Stock Options.  Any Stock Option granted under the Plan will be
in such form as the Committee may from time to time approve.

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      The Committee will have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights).  Incentive Stock
Options may be granted only to employees of the Company and its subsidiaries
(within the meaning of Section 424(f) of the Code).  To the extent that any
Stock Option is not designated as an Incentive Stock Option or even if so
designated does not qualify as an Incentive Stock Option, it will be deemed
to be a Non-Qualified Stock Option.

      Stock Options will be evidenced by option agreements, the terms and
provisions of which may differ.  An option agreement will indicate on its
face whether it is an agreement for an Incentive Stock Option or a
Non-Qualified Stock Option.  The grant of a Stock Option will occur on the
date the Committee by resolution selects an individual to be a participant in
any grant of a Stock Option, determines the number of shares of Stock to be
subject to such Stock Option to be granted to such individual and specifies
the terms and provisions of the Stock Option.  The Company will notify a
participant of any grant of a Stock Option, and a written option agreement or
agreements will be duly executed and delivered by the Company to the
participant.

      Anything in the Plan to the contrary notwithstanding, no term of the
Plan relating to Incentive Stock Options will be interpreted, amended or
altered nor will any discretion or authority granted under the Plan be
exercised so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the optionee affected, to disqualify any Incentive
Stock Option under such Section 422.

      Stock Options granted under the Plan will be subject to the following
terms and conditions and will contain such additional terms and conditions as
the Committee will deem desirable:

      (a)  OPTION PRICE.  The option price per share of Stock purchasable
under a Stock Option will be determined by the Committee and set forth in the
option agreement, and will not be less than the Fair Market Value of the
Stock subject to the Stock Option on the date of grant.

      (b)  OPTION TERM.  The term of each Stock Option will be fixed by the
Committee, but no Incentive Stock Option may be exercisable more than 10
years after the date the Incentive Stock Option is granted.

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      (c)  EXERCISABILITY.  Except as otherwise provided herein, Stock
Options will be exercisable at such time or times and subject to such terms
and conditions as will be determined by the Committee.  If the Committee
provides that any Stock Option is exercisable only in installments, the
Committee may, subject to the provisions of Section 2(d) hereof, at any time
waive such installment exercise provisions, in whole or in part, based on
such factors as the Committee may determine.  In addition, the Committee may,
subject to the provisions of Section 2(d) hereof, at any time accelerate the
exercisability of any Stock Option.

      (d)  METHOD OF EXERCISE.  Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying
the number of shares of Stock subject to the Stock Option to be purchased.

      Such notice must be accompanied by payment in full of the purchase
price by certified or bank check or such other instrument as the Company may
accept.  An option agreement may provide that, if approved by the Committee,
payment in full or in part or payment of tax liability, if any, relating to
such exercise may also be made in the form of unrestricted Stock already
owned by the optionee of the same class as the Stock subject to the Stock
Option and, in the case of the exercise of a Non-Qualified Stock Option,
Restricted Stock subject to an Award hereunder which is of the same class as
the Stock subject to the Stock Option (in both cases based on the Fair Market
Value of the Stock on the date the Stock Option is exercised); provided,
however, that, in the case of an Incentive Stock Option, the right to make a
payment in the form of already owned shares of Stock of the same class as the
Stock subject to the Stock Option may be authorized only at the time the
Stock Option is granted.  In addition, an option agreement may provide that,
in the discretion of the Committee, payment for any shares subject to a Stock
Option or tax liability associated therewith may also be made by instruction
to the Committee to withhold a number of such shares having a Fair Market
Value on the date of exercise equal to the aggregate exercise price of such
Stock Option.

      If payment of the option exercise price of a Non-Qualified Stock Option
is made in whole or in part in the form of Restricted Stock, the number of
shares of Stock to be received upon such exercise equal to the number of
shares of Restricted Stock used for payment of the option exercise price will
be subject to the same forfeiture restrictions to which such Restricted Stock
was subject, unless otherwise determined by the Committee.

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      No shares of Stock will be issued until full payment therefor has been
made.  Subject to any forfeiture restrictions that may apply if a Stock
Option is exercised using Restricted Stock, an optionee will have all of the
rights of a stockholder of the Company holding the class or series of Stock
that is subject to such Stock Option (including, if applicable, the right to
vote the shares and the right to receive dividends), when the optionee has
given written notice of exercise, has paid in full for such shares and, if
requested, has given the representation described in Section 12(a).

      (e)  NONTRANSFERABILITY OF STOCK OPTIONS.  (1)  No Stock Option will be
transferable by the optionee other than (A) by will or by the laws of descent
and distribution or (B) in the case of a Non-Qualified Stock Option, pursuant
to a qualified domestic relations order (as defined in the Code or Title I of
the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder).  All Stock Options will be exercisable, during the optionee's
lifetime, only by the optionee or by the guardian or legal representative of
the optionee, it being understood that the terms "holder" and "optionee"
include the guardian and legal representative of the optionee named in the
option agreement and any person to whom a Stock Option is transferred by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order.

           (2)    Notwithstanding Section 5(e)(1) above, the Committee may
grant Stock Options that are transferable, or amend outstanding Stock Options
to make them transferable, by the optionee (any such Stock Option so granted
or amended a "Transferable Option") to one or more members of the optionee's
immediate family, to partnerships of which the only partners are members of
the optionee's immediate family, or to trusts established by the optionee for
the benefit of one or more members of the optionee's immediate family.  For
this purpose the term "immediate family" means the optionee's spouse,
children or grandchildren.  Consideration may not be paid for the transfer of
a Transferable Option.  A transferee described in this Section 5(e)(2) shall
be subject to all terms and conditions applicable to the Transferable Option
prior to its transfer.  The option agreement with respect to a Transferable
Option shall set forth its transfer restrictions, such option agreement shall
be approved by the Committee, and only Stock Options granted pursuant to a
stock option agreement expressly permitting transfer pursuant to this Section
5(e)(2) shall be so transferable.

      (f)  TERMINATION BY DEATH.  If an optionee's employment terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised, to the extent then exercisable, or on such accelerated basis as
the Committee may determine, for a period of one year (or such other period
as the Committee may specify in the option agreement) from the date of such
death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter.

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      (g)  TERMINATION BY REASON OF DISABILITY.  If an optionee's employment
terminates by reason of Disability, any Stock Option held by such optionee
may thereafter be exercised by the optionee, to the extent it was exercisable
at the time of termination, or on such accelerated basis as the Committee may
determine, for a period of three years (or such shorter period as the
Committee may specify in the option agreement) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that if the
optionee dies within such three-year period (or such shorter period), any
unexercised Stock Option held by such optionee will, notwithstanding the
expiration of such three-year (or such shorter) period, continue to be
exercisable to the extent to which it was exercisable at the time of death
for a period of 12 months from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is the shorter.  In
the event of termination of employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.

      (h)  TERMINATION BY REASON OF RETIREMENT.  If an optionee's employment
terminates by reason of Retirement, any Stock Option held by such optionee
may thereafter be exercised by the optionee, to the extent it was exercisable
at the time of termination, or on such accelerated basis as the Committee may
determine, for a period of five years (or such shorter period as the
Committee may specify in the option agreement) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that if the
optionee dies within such five-year period (or such shorter period), any
unexercised Stock Option held by such optionee will, notwithstanding such
five-year (or such shorter) period, continue to be exercisable to the extent
to which it was exercisable at the time of death for a period of 12 months
from the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.  In the event of
termination of employment by reason of Retirement, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply
for purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

      (i)  OTHER TERMINATION.  Unless otherwise determined by the Committee,
if an optionee incurs a Termination of Employment for any reason other than
death, Disability or Retirement or Cause, any Stock Option held by such
optionee will thereupon terminate, except that such Stock Option, to the
extent then exercisable, or subject to the provisions of Section 2(d) hereof,
on such accelerated basis as the Committee may determine, may be exercised
for the lesser of three months from the date of such Termination of
Employment or the balance of such Stock Option's term; provided, however,
that if the optionee dies within such three-month period, any unexercised
Stock Option held by such optionee will, notwithstanding the expiration of
such three-month period, continue to be exercisable to the extent to which it
was exercisable at the

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time of death for a period of 12 months from the date of such death or until
the expiration of the stated term of such Stock Option, whichever period is
the shorter.  In the event of Termination of Employment, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.

      (j)  CASHING OUT OF STOCK OPTION.  On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the shares of
Stock for which a Stock Option is being exercised by paying the optionee an
amount, in cash or Stock, equal to the excess of the Fair Market Value of the
Stock over the option price times the number of shares of Stock for which the
Option is being exercised on the effective date of such cash-out.

      (k)  CHANGE IN CONTROL CASH-OUT.  Subject to Section 12(h), but
notwithstanding any other provision of the Plan, during the 60-day period
from and after a Change in Control (the "Exercise Period"), unless the
Committee determines otherwise at the time of grant, an optionee will have
the right, whether or not the Stock Option is fully exercisable and in lieu
of the payment of the exercise price for the shares of Stock being purchased
under the Stock Option and by giving notice to the Company, to elect (within
the Exercise Period) to surrender all or part of the Stock Option to the
Company and to receive cash, within 30 days of such notice, in an amount
equal to the amount by which the Change in Control Price per share of Stock
on the date of such election will exceed the exercise price per share of
Stock under the Stock Option (the "Spread") multiplied by the number of
shares of Stock granted under the Stock Option as to which the right granted
under this Section 5(k) will have been exercised.

SECTION 6.  STOCK APPRECIATION RIGHTS.

      (a)  GRANT AND EXERCISE.  Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan.  In
the case of a Non-Qualified Stock Option, such rights may be granted either
at or after the time of grant of such Stock Option.  In the case of an
Incentive Stock Option, such rights may be granted only at the time of grant
of such Stock Option.  A Stock Appreciation Right will terminate and no
longer be exercisable upon the termination or exercise of the related Stock
Option.

      A Stock Appreciation Right may be exercised by an optionee in
accordance with Section 6(b) by surrendering the applicable portion of the
related Stock Option in accordance with procedures established by the
Committee.  Upon such exercise and surrender, the optionee will be entitled
to receive an amount determined in the manner prescribed in Section 6(b).
Stock Options which have been so surrendered will no longer be exercisable to
the extent the related Stock Appreciation Rights have been exercised.

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      (b)  TERMS AND CONDITIONS.  Stock Appreciation Rights will be subject
to such terms and conditions as will be determined by the Committee,
including the following:

           (1) Stock Appreciation Rights will be exercisable only at such
      time or times and to the extent that the Stock Options to which they
      relate are exercisable in accordance with the provisions of Section 5
      and this Section 6;

           (2) Upon the exercise of a Stock Appreciation Right, an optionee
      will be entitled to receive an amount in cash, shares of Stock or both
      equal in value to the excess of the Fair Market Value of one share of
      Stock as of the date of exercise over the option price per share
      specified in the related Stock Option multiplied by the number of
      shares in respect of which the Stock Appreciation Right has been
      exercised, with the Committee having the right to determine the form of
      payment;

           (3) Stock Appreciation Rights will be transferable only to
      permitted transferees of the underlying Stock Option in accordance with
      Section 5(e).

SECTION 7.  RESTRICTED STOCK.

      (a)  ADMINISTRATION.  Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan.  The Committee
will determine the individuals to whom and the time or times at which grants
of Restricted Stock will be awarded, the number of shares to be awarded to
any participant, the conditions for vesting, the time or times within which
such Awards may be subject to forfeiture and any other terms and conditions
of the Awards, in addition to those contained in Section 7(c).

      (b)  AWARDS AND CERTIFICATES.  Shares of Restricted Stock will be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates.
Except as otherwise set forth in a Restricted Stock Agreement, any
certificate issued in respect of shares of Restricted Stock will be
registered in the name of such participant and will bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to
such Award, substantially in the following form:

      "The transferability of this certificate and the shares of stock
      represented hereby are subject to the terms and conditions (including
      forfeiture) of the 1997 Incentive Plan and a Restricted Stock
      Agreement.  Copies of such Plan and Agreement are on file at the
      offices of Viad Corp, Viad Tower, Phoenix, Arizona."

<PAGE>

                                                                              14

The Committee may require that the certificates evidencing such shares be
held in custody by the Company until the restrictions thereon have lapsed and
that, as a condition of any Award of Restricted Stock, the participant has
delivered a stock power, endorsed in blank, relating to the Stock covered by
such Award.

      (c)  TERMS AND CONDITIONS.  Shares of Restricted Stock will be subject
to the following terms and conditions:

           (1) The Committee may, prior to or at the time of grant, designate
      an Award of Restricted Stock as a Qualified Performance-Based Award, in
      which event it will condition the grant or vesting, as applicable, of
      such Restricted Stock upon the attainment of Performance Goals.  If the
      Committee does not designate an Award of Restricted Stock as a
      Qualified Performance-Based Award, it may also condition the grant or
      vesting thereof upon the attainment of Performance Goals or such other
      performance-based criteria as the Committee shall establish (such an
      Award, a "Performance-Based Restricted Stock Award").  Regardless of
      whether an Award of Restricted Stock is a Qualified Performance-Based
      Award or a Performance-Based Restricted Stock Award, the Committee may
      also condition the grant or vesting upon the continued service of the
      participant.  The provisions of Restricted Stock Awards (including the
      conditions for grant or vesting and any applicable Performance Goals)
      need not be the same with respect to each recipient.  The Committee may
      at any time, in its sole discretion, subject to the provisions of
      Section 7(c)(10), accelerate or waive, in whole or in part, any of the
      foregoing restrictions; provided, however, that in the case of
      Restricted Stock that is a Qualified Performance-Based Award, the
      applicable Performance Goals have been satisfied.

           (2) Subject to the provisions of the Plan and the Restricted Stock
      Agreement referred to in Section 7(c)(8), during the period set by the
      Committee, commencing with the date of such Award for which such
      participant's continued service is required (the "Restriction Period")
      and until the later of (A) the expiration of the Restriction Period and
      (B) the date the applicable Performance Goals (if any) are satisfied,
      the participant will not be permitted to sell, assign, transfer, pledge
      or otherwise encumber shares of Restricted Stock.

           (3) Except as provided in this paragraph (3) and Sections 7(c)(1)
      and (2) and the Restricted Stock Agreement, the participant will have,
      with respect to the shares of Restricted Stock, all of the rights of a
      stockholder of the Company holding the class or series of Stock that is
      the subject of the Restricted Stock, including, if applicable, the
      right to vote the shares and the right to receive any dividends.  If so
      determined by the Committee in the applicable Restricted Stock
      Agreement and subject to Section 12(f) of the Plan, (A) dividends
      consisting of cash, stock or other property (other than Stock) on the
      class or series of Stock

<PAGE>

                                                                              15

      that is the subject of the Restricted Stock shall be automatically
      deferred and reinvested in additional Restricted Stock (in the case of
      stock or other property, based on the fair market value thereof, and
      the Fair Market Value of the Stock, in each case as of the record date
      for the dividend) held subject to the vesting of the underlying
      Restricted Stock, or held subject to meeting any Performance Goals
      applicable to the underlying Restricted Stock, and (B) dividends
      payable in Stock shall be paid in the form of Restricted Stock of the
      same class as the Stock with which such dividend was paid and shall be
      held subject to the vesting of the underlying Restricted Stock, or held
      subject to meeting any Performance Goals applicable to the underlying
      Restricted Stock.

           (4) Except to the extent otherwise provided in the applicable
      Restricted Stock Agreement, Section 7(c)(1), 7(c)(2), 7(c)(5) or
      9(a)(2), upon a participant's Termination of Employment for any reason
      during the Restriction Period or before any applicable Performance
      Goals are met, all shares still subject to restriction will be
      forfeited by the participant.

           (5) Except to the extent otherwise provided in Section 9(a)(2) and
      Sections 7(c)(9) and (10), in the event that a participant retires or
      such participant's employment is involuntarily terminated (other than
      for Cause), the Committee will have the discretion to waive in whole or
      in part any or all remaining restrictions (other than, in the case of
      Restricted Stock which is a Qualified Performance-Based Award,
      satisfaction of the applicable Performance Goals unless the
      participant's employment is terminated by reason of death or
      Disability) with respect to any or all of such participant's shares of
      Restricted Stock.

           (6) Except as otherwise provided herein or as required by law, if
      and when any applicable Performance Goals are satisfied and the
      Restriction Period expires without a prior forfeiture of the Restricted
      Stock, unlegended certificates for such shares will be delivered to the
      participant upon surrender of legended certificates.

           (7) Awards of Restricted Stock, the vesting of which is not
      conditioned upon the attainment of Performance Goals or other
      performance-based criteria, is limited to twenty percent (20%) of the
      number of shares of Common Stock of the Corporation available for grant
      under the Plan in each calendar year.

           (8) Each Award will be confirmed by, and be subject to the terms
      of, a Restricted Stock Agreement.

           (9) Performance-Based Restricted Stock will be subject to a
      minimum one-year performance period and Restricted Stock which is not
      performance-based will be subject to a minimum three-year vesting
      period.

<PAGE>

                                                                              16

           (10)There will be no vesting acceleration, or waiver of forfeiture
      regarding any Award and any shares of Stock relating thereto, except in
      connection with a "change of control" of the Company, the sale of a
      subsidiary or majority-owned affiliate of the Company (and then only
      with respect to participants employed by each subsidiary or affiliate),
      the death or disability of a participant, or termination of employment
      of a participant.

SECTION 8.  PERFORMANCE-BASED AWARDS.

(a)   ADMINISTRATION.  Performance-Based Awards may be awarded either alone
or in addition to other Awards granted under the Plan.  Subject to the terms
and conditions of the Plan, the Committee shall determine the officers and
employees to whom and the time or times at which Performance-Based Awards
will be awarded, the number or amount of Performance-Based Awards to be
awarded to any participant, whether such Performance-Based Award shall be
denominated in a number of shares of Stock, an amount of cash, or some
combination thereof, the duration of the Award Cycle and any other terms and
conditions of the Award, in addition to those contained in Section 8(b).

(b)   TERMS AND CONDITIONS.  Performance-Based Awards will be subject to the
following terms and conditions:

           (1) The Committee may, prior to or at the time of the grant,
      designate Performance-Based Awards as Qualified Performance-Based
      Awards, in which event it will condition the settlement thereof upon
      the attainment of Performance Goals.  If the Committee does not
      designate Performance-Based Awards as Qualified Performance-Based
      Awards, it may also condition the settlement thereof upon the
      attainment of Performance Goals or such other performance-based
      criteria as the Committee shall establish.  Regardless of whether
      Performance-Based Awards are Qualified Performance-Based Awards, the
      Committee may also condition the settlement thereof upon the continued
      service of the participant.  The provisions of such Performance-Based
      Awards (including without limitation any applicable Performance Goals)
      need not be the same with respect to each recipient.  Subject to the
      provisions of the Plan and the Performance-Based Award Agreement
      referred to in Section 8(b)(5), Performance-Based Awards may not be
      sold, assigned, transferred, pledged or otherwise encumbered during the
      Award Cycle.

<PAGE>

                                                                              17

           (2) Unless otherwise provided by the Committee (A) from time to
      time pursuant to the administration of particular Award programs under
      this Section 8, such as the Viad Corp Management Incentive Plan, the
      Viad Corp Performance Unit Incentive Plan or the Viad Corp
      Performance-Based Stock Plan or (B) in any agreement relating to an
      Award, and except as provided in Section 8(b)(3), upon a participant's
      Termination of Employment for any reason prior to the payment of an
      Award under this Section 8, all rights to receive cash or Stock in
      settlement of the Award shall be forfeited by the participant.

           (3) In the event that a participant's employment is terminated
      (other than for Cause), or in the event a participant retires, the
      Committee shall have the discretion to waive, in whole or in part, any
      or all remaining payment limitations (other than, in the case of Awards
      that are Qualified Performance-Based Awards, satisfaction of the
      applicable Performance Goals unless the participant's employment is
      terminated by reason of death or Disability) with respect to any or all
      of such participant's Awards.

           (4) At the expiration of the Award Cycle, the Committee will
      evaluate the Company's performance in light of any Performance Goals
      for such Award, and will determine the extent to which a
      Performance-Based Award granted to the participant has been earned, and
      the Committee will then cause to be delivered to the participant, as
      specified in the grant of such Award:  (A) a number of shares of Stock
      equal to the number of shares determined by the Committee to have been
      earned or (B) cash equal to the amount determined by the Committee to
      have been earned or (C) a combination of shares of Stock and cash if so
      specified in the Award.

           (5) No Performance-Based Award may be assigned, transferred, or
      otherwise encumbered except, in the event of the death of a
      participant, by will or the laws of descent and distribution.

           (6) Each Award will be confirmed by, and be subject to, the terms
      of a Performance-Based Award Agreement.

           (7) Performance-Based Awards will be subject to a minimum one-year
      performance period.

SECTION 9.  CHANGE IN CONTROL PROVISIONS.

      (a)  IMPACT OF EVENT.  Notwithstanding any other provision of the Plan
to the contrary, in the event of a Change in Control:

<PAGE>

                                                                              18

           (1) Any Stock Options and Stock Appreciation Rights outstanding as
      of the date such Change in Control is determined to have occurred and
      not then exercisable and vested will become fully exercisable and
      vested to the full extent of the original grant;

           (2) The restrictions and conditions to vesting applicable to any
      Restricted Stock will lapse, and such Restricted Stock will become free
      of all restrictions and become fully vested and transferable to the
      full extent of the original grant;

           (3) Performance-Based Awards will be considered to be earned and
      payable to the extent, if any, and in an amount, if any, and otherwise,
      in accordance with the provisions of the agreement relating to such
      Awards.

      (b)  DEFINITION OF CHANGE IN CONTROL.  For purposes of the Plan, a
"Change in Control" will mean the happening of any of the following events:

           (1) An acquisition by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
      "Person") of beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of twenty percent (20%) or more of
      either (A) the then outstanding shares of common stock of the Company
      (the "Outstanding Company Common Stock") or (B) the combined voting
      power of the then outstanding voting securities of the Company entitled
      to vote generally in the election of directors (the "Outstanding
      Company Voting Securities"); excluding, however, the following:  (i)
      any acquisition directly from the Company, other than an acquisition by
      virtue of the exercise of a conversion privilege unless the security
      being so converted was itself acquired directly from the Company, (ii)
      any acquisition by the Company, (iii) any acquisition by any employee
      benefit plan (or related trust) sponsored or maintained by the Company
      or any corporation controlled by the Company or (iv) any acquisition by
      any corporation pursuant to a transaction which complies with clauses
      (A), (B) and (C) of subsection (3) of this Section 9(b); or

           (2) A change in the composition of the Board such that the
      individuals who, as of February 20, 1997, constitute the Board (such
      Board will be hereinafter referred to as the "Incumbent Board") cease
      for any reason to constitute at least a majority of the Board;
      provided, however, for purposes of this Section 9(b), that any
      individual who becomes a member of the Board subsequent to February 20,
      1997, whose election, or nomination for election by the Company's
      stockholders, was approved by a vote of at least a majority of those
      individuals who are members of the Board and who were also members of
      the Incumbent Board (or deemed to be such pursuant to this proviso)
      will be considered as though such individual were a member of the
      Incumbent Board; but, provided further, that any such individual whose
      initial assumption of office

<PAGE>

                                                                              19

      occurs as a result of either an actual or threatened election contest
      (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
      under the Exchange Act) or other actual or threatened solicitation of
      proxies or consents by or on behalf of a Person other than the Board
      will not be so considered as a member of the Incumbent Board; or

           (3) The approval by the stockholders of the Company of a
      reorganization, merger or consolidation or sale or other disposition of
      all or substantially all of the assets of the Company ("Corporate
      Transaction") (or, if consummation of such Corporate Transaction is
      subject, at the time of such approval by stockholders, to the consent
      of any government or governmental agency, the earlier of the obtaining
      of such consent or the consummation of the Corporate Transaction);
      excluding, however, such a Corporate Transaction pursuant to which (A)
      all or substantially all of the individuals and entities who are the
      beneficial owners, respectively, of the Outstanding Company Common
      Stock and Outstanding Company Voting Securities immediately prior to
      such Corporate Transaction will beneficially own, directly or
      indirectly, more than sixty percent (60%) of, respectively, the
      outstanding shares of common stock, and the combined voting power of
      the then outstanding voting securities entitled to vote generally in
      the election of directors, as the case may be, of the corporation
      resulting from such Corporate Transaction (including, without
      limitation, a corporation which as a result of such transaction owns
      the Company or all or substantially all of the Company's assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Corporate
      Transaction, of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities, as the case may be, (B) no Person (other
      than the Company, any employee benefit plan (or related trust) of the
      Company or such corporation resulting from such Corporate Transaction)
      will beneficially own, directly or indirectly, twenty percent (20%) or
      more of, respectively, the outstanding shares of common stock of the
      corporation resulting from such Corporate Transaction or the combined
      voting power of the outstanding voting securities of such corporation
      entitled to vote generally in the election of directors except to the
      extent that such ownership existed prior to the Corporate Transaction
      and (C) individuals who were members of the Incumbent Board will
      constitute at least a majority of the members of the board of directors
      of the corporation resulting from such Corporate Transaction; or

           (4) The approval by the stockholders of the Company of a complete
      liquidation or dissolution of the Company.

<PAGE>

                                                                              20

      (c)  CHANGE IN CONTROL PRICE.  For purposes of the Plan, "Change in
Control Price" means the higher of (1) the highest reported sales price,
regular way, of a share of Stock in any transaction reported on the New York
Stock Exchange Composite Tape or other national exchange on which such shares
are listed or on The Nasdaq Stock Market during the 60-day period prior to
and including the date of a Change in Control or (2) if the Change in Control
is the result of a tender or exchange offer or a Corporate Transaction, the
highest price per share of Stock paid in such tender or exchange offer or
Corporate Transaction; provided, however, that in the case of Incentive Stock
Options and Stock Appreciation Rights relating to Incentive Stock Options,
the Change in Control Price will be in all cases the Fair Market Value of the
Stock on the date such Incentive Stock Option or Stock Appreciation Right is
exercised. To the extent that the consideration paid in any such transaction
described above consists all or in part of securities or other non-cash
consideration, the value of such securities or other non-cash consideration
will be determined in the sole discretion of the Board.

SECTION 10. TERM, AMENDMENT AND TERMINATION.

      The Plan will terminate May 31, 2007, but may be terminated sooner at
any time by the Board, provided that no Incentive Stock Options shall be
granted under the Plan after February 19, 2007.  Awards outstanding as of the
date of any such termination will not be affected or impaired by the
termination of the Plan.

      The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation will be made which would (a) impair the rights
of an optionee under a Stock Option or a recipient of a Stock Appreciation
Right, Restricted Stock Award or Performance-Based Award theretofore granted
without the optionee's or recipient's consent, except such an amendment which
is necessary to cause any Award or transaction under the Plan to qualify, or
to continue to qualify, for the exemption provided by Rule 16b-3, or (b)
disqualify any Award or transaction under the Plan from the exemption
provided by Rule 16b-3.  In addition, no such amendment may be made without
the approval of the Company's stockholders to the extent such approval is
required by law or agreement.

      The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment
will (1) impair the rights of any holder without the holder's consent except
such an amendment which is necessary to cause any Award or transaction under
the Plan to qualify, or to continue to qualify, for the exemption provided by
Rule 16b-3 or (2) amend any

<PAGE>

                                                                              21

Qualified Performance-Based Award in such a way as to cause it to cease to
qualify for the exemption set forth in Section 162(m)(4)(C).  The Committee
may also substitute new Stock Options for previously granted Stock Options,
including previously granted Stock Options having higher option prices;
provided, however, that the Committee may take such action only with respect
to Stock Options representing not more than 10% of then outstanding Stock
Options.

      Subject to the above provisions, the Board will have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as other developments and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.

SECTION 11. UNFUNDED STATUS OF PLAN.

      It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation.  The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Stock or make payments; provided, however, that,
unless the Committee otherwise determines, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.

SECTION 12. GENERAL PROVISIONS.

      (a)  The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring any shares without a view to the
distribution thereof.  The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any restrictions on
transfer.

      All certificates for shares of Stock or other securities delivered
under the Plan will be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Commission, any stock exchange upon which the
Stock is then listed and any applicable federal or state securities law, and
the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

      Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Stock under the Plan prior to
fulfillment of all of the following conditions:

<PAGE>

                                                                              22

           (1) Listing or approval for listing upon notice of issuance, of
      such shares on the New York Stock Exchange, Inc., or such other
      securities exchange as may at the time be the principal market for the
      Stock;

           (2) Any registration or other qualification of such shares of the
      Company under any state or federal law or regulation, or the
      maintaining in effect of any such registration or other qualification
      which the Committee shall, in its absolute discretion upon the advice
      of counsel, deem necessary or advisable; and

           (3) Obtaining any other consent, approval, or permit from any
      state or federal governmental agency which the Committee shall, in its
      absolute discretion after receiving the advice of counsel, determine to
      be necessary or advisable.

      (b)  Nothing contained in the Plan will prevent the Company or any
subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.

      (c)  The adoption of the Plan will not confer upon any employee any
right to continued employment nor will it interfere in any way with the right
of the Company or any subsidiary or Affiliate to terminate the employment of
any employee at any time.

      (d)  No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any Award under the Plan, the participant will pay
to the Company, or make arrangements satisfactory to the Company regarding
the payment of, any federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such amount.  Unless otherwise
determined by the Company, withholding obligations may be settled with Stock,
including Stock that is part of the Award that gives rise to the withholding
requirement.  The obligations of the Company under the Plan will be
conditional on such payment or arrangements, and the Company and its
Affiliates will, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the participant.  The Committee
may establish such procedures as it deems appropriate, including the making
of irrevocable elections, for the settlement of withholding obligations with
Stock.

      (e)  At the time of grant, the Committee may provide in connection with
any grant made under the Plan that the shares of Stock received as a result
of such grant will be subject to a right of first refusal pursuant to which
the participant will be required to offer to the Company any shares that the
participant wishes to sell at the then Fair Market Value of the Stock,
subject to such other terms and conditions as the Committee may specify at
the time of grant.

<PAGE>

                                                                              23

      (f)  The reinvestment of dividends in additional Restricted Stock at
the time of any dividend payment will only be permissible if sufficient
shares of Stock are available under Section 3 for such reinvestment (taking
into account then outstanding Stock Options and other Awards).

      (g)  The Committee will establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.

      (h)  Notwithstanding any other provision of the Plan or any agreement
relating to any Award hereunder, if any right granted pursuant to this Plan
would make a Change in Control transaction ineligible for
pooling-of-interests-accounting under APB No. 16 that, but for the nature of
such grant, would otherwise be eligible for such accounting treatment, the
Committee will have the ability, in its sole discretion, to substitute for
the cash payable pursuant to such grant Common Stock with a Fair Market Value
equal to the cash that would otherwise be payable hereunder.

      (i)  The Plan and all Awards made and actions taken thereunder will be
governed by and construed in accordance with the laws of the State of
Delaware.

SECTION 13. EFFECTIVE DATE OF PLAN.

      The Plan will be effective on the later of (a) the time it is approved
by the Board and (b) the time certain provisions of the Plan are approved by
stockholders for tax purposes.

SECTION 14. DIRECTOR STOCK OPTIONS.

      a)   Each director of the Company who is not otherwise an employee of
the Company or any of its subsidiaries or Affiliates, will (1) on the date of
his or her first election as a director of the Company (such initial grant
being an "Initial Grant"), and (2) annually on the third Thursday of
February, during such director's term (the "Annual Grant"), automatically be
granted Non-Qualified Stock Options to purchase Common Stock having an
exercise price per share of Common Stock equal to 100% of Fair Market Value
per share of Common Stock at the date of grant of such Non-Qualified Stock
Option.  The number of shares subject to each such Initial Grant, and each
such Annual Grant, will be 5,000 shares.  A non-employee director who is
first elected as a director of the Company during the course of a year (i.e.,
on a date other than the date of the Annual Grant) will, in addition to the
Initial Grant, receive upon election a grant of

<PAGE>

                                                                              24

Non-Qualified Stock Options prorated to reflect the number of months served
in the initial year of service, with the number of shares of Common Stock
subject to such Stock Option being equal to (1) the number of shares subject
to the Initial Grant multiplied by (2) a fraction the numerator of which will
be the number of months from the date of such election through the date of
the next Annual Grant and the denominator of which will be twelve (12).

      (b)  An automatic director Stock Option will be granted hereunder only
if as of each date of grant the director (1) is not otherwise an employee of
the Company or any of its subsidiaries or Affiliates, (2) has not been an
employee of the Company or any of its subsidiaries or Affiliates for any part
of the preceding fiscal year, and (3) has served on the Board continuously
since the commencement of his term.

      (c)  Except as expressly provided in this Section 14, any Stock Option
granted hereunder will be subject to the terms and conditions of the Plan as
if the grant were made pursuant to Section 5 hereof including, without
limitation, the rights set forth in Section 5(j) hereof.