QuickLinks-- Click here to rapidly navigate through this documentSCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

VIAD CORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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VIAD TOWER
PHOENIX, ARIZONA 85077-2227

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to §240.14a-12

Viad Corp
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Viad Tower
Phoenix, Arizona 85077-1012
Robert H. Bohannon
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

Chairman, President and
Chief Executive Officer
March 31, 2000

30, 2001
Dear Stockholder:
Our 20002001 Annual Meeting of Stockholders will be held on Tuesday, May 9,8, at 9:00 a.m., in the SunshinePeace Pipe Room of the Camelback Inn, 5402 East Lincoln Drive, Scottsdale, Arizona. The meeting will begin promptly at 9:00 a.m., so please plan to arrive earlier.early.
The formal notice of the meeting is on the next page. No admission tickets or other credentials will be required for attendance at the meeting. You may use the hotel's free valet parking.
Directors and officers will be available before and after the meeting to speak with you. There will be an opportunity during the meeting for your questions regarding the affairs of the Corporation and for discussion of the business to be considered at the meeting as explained in the notice and proxy statement.
Your vote is important. Whether you plan to attend or not, please sign, date, and return the enclosed proxy card in the envelope provided, or you may access the automated telephone voting feature which is described on your proxy card. If you plan to attend the meeting, you may vote in person.

Sincerely,

/s/ Robert H. Bohannon

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Sincerely,

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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March 31, 2000

30, 2001
To Viad Corp Common Stockholders:
We will hold the Annual Meeting of Stockholders of Viad Corp, a Delaware corporation, in the SunshinePeace Pipe Room of the Camelback Inn, 5402 East Lincoln Drive, Scottsdale, Arizona, 85253, on Tuesday, May 9, 2000,8, 2001, at 9:00 a.m., Mountain Standard Time. The purpose of the meeting is to:
1. Elect three directors;
2. Ratify and approve the appointment of Deloitte & Touche LLP as our independent auditors for 2000;2001; and
3. Consider any other matters which may properly come before the meeting and any adjournments.
Only stockholders of record of common stock at the close of business March 10, 2000,9, 2001, are entitled to receive this notice and to vote at the meeting. A list of stockholders entitled to vote will be available at the meeting for examination by any stockholder for any proper purpose. The list will also be available on the same basis for ten days prior to the meeting at our offices at Viad Tower, 1850 North Central Avenue, Phoenix, Arizona.
Our 19992000 Annual Report on Form 10-K, including financial statements, is included with your proxy statement.
To assure your representation at the meeting, please access the automated telephone voting feature described on the proxy card, or vote, sign and mail the enclosed proxy as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States, for that purpose.if you choose to mail your proxy. Your proxy is being solicited by the Board of Directors.

SCOTT E. SAYRE
SECRETARY

SCOTT E. SAYRE
Vice President-General Counsel
And Secretary
PLEASE VOTE --— YOUR VOTE IS IMPORTANT
VIAD CORP
1850 NORTH CENTRAL AVENUE
PHOENIX, ARIZONA 85077-2227

North Central Avenue
Phoenix, Arizona 85077-1012

ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT

ANNUAL MEETING

Annual Meeting Tuesday, May 9, 2000 Camelback Inn
8, 2001
9:00 a.m., Mountain Standard Time Sunshine Camelback Inn
Peace Pipe Room
5402 East Lincoln Drive
Scottsdale, Arizona

AGENDA

Agenda

1.
Elect three directors.

2.
Ratify and approve the appointment of Deloitte & Touche LLP as our independent auditors for 2000.

2001.

3.
Any other proper business.

PROXIES SOLICITED BY

Proxies Solicited By

The Board of Directors.

FIRST MAILING DATE Directors of Viad Corp.

First Mailing Date

We anticipate mailing the proxy statement on March 31, 2000.

RECORD DATE 30, 2001.

Record Date

March 10, 2000.9, 2001. On the record date, we had 94,063,57288,604,652 shares of our common stock outstanding.

VOTING

Voting

If you were a holder of common stock on the record date, you may vote at the meeting. Each share held by you is entitled to one vote. You can vote in person at the meeting, or by automated telephone voting or you can vote by proxy.

PROXIES

Proxies

We will vote signed returned proxies "FOR" the Board's director nominees and "FOR" agenda item 2the appointment of Deloitte & Touche LLP as our independent auditors for 2001 unless you vote differently on the proxy card. The proxy holders will use their discretion on other matters. If a nominee cannot or will not serve as a director, proxy holders will vote for a person whom they believe will carry on our present policies.

REVOKING YOUR PROXY

Revoking Your Proxy

You may revoke your proxy before it is voted at the meeting. To revoke your proxy, follow the procedures listed on page 21pages 22-23 under "Voting Procedures/Revoking Your Proxy."

YOUR COMMENTS

Your Comments

Your comments about any aspects of our business are welcome. Although we may not respond on an individual basis, your comments receive consideration and help us measure your satisfaction.

PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COSTS OF RESOLICITATION.

Prompt return of your proxy will help reduce the costs of resolicitation.
PLEASE VOTE --— YOUR VOTE IS IMPORTANT

ELECTION OF DIRECTORS

BOARD STRUCTURE Board Structure The Board of Directors of the Corporation consists of eight persons divided into three classes or groups. The term of one class of directors expires at each annual meeting, and persons are elected to that class for terms of three years. Three directors will be elected at this year's annual meeting.

DIRECTOR NOMINEES

DIRECTOR NOMINEES
The Board of Directors has nominated Ms. Linda Johnson Rice and Messrs. Robert H. Bohannon, Douglas L.
Rock,Jess Hay and John C. TollesonTimothy R. Wallace for election at the annual meeting. Each nominee is currently a member of the Board of Directors and has agreed to serve another term if elected. Information about the director nominees is presented below:

FOR TERMS EXPIRING AT THE
For Terms Expiring at the 2004 Annual Meeting

Jess Hay

Chairman, Texas Foundation for Higher Education, and Chairman of HCB Enterprises Inc, a private investment firm. Retired Chairman and Chief Executive Officer of Lomas Financial Group. Also a director of Exxon Mobil Corporation, SBC Communications, Inc. and Trinity Industries, Inc. Age 70. Director since 1981.

Linda Johnson Rice

President and Chief Operating Officer and a director of Johnson Publishing Company, Inc., publisher ofEbony andJet magazines. Also a director of Bausch & Lomb Inc., Kimberly-Clark Corporation, Omnicom Group Inc. and Quaker Oats Company. Age 43. Director since 1992.

Timothy R. Wallace

Chairman, President and Chief Executive Officer and a director of Trinity Industries, Inc., a diversified manufacturer of railcars, barges, highway safety products and various other industrial equipment. Age 47. Director since 1996.

The Board of Directors recommends that you vote "FOR" these nominees.

DIRECTORS CONTINUING IN OFFICE
Five directors will continue in office until expiration of their designated terms. Information about the directors continuing in office is presented below:

Terms Expiring at
the 2002 Annual Meeting

Judith K. Hofer

President and Chief Executive Officer of May Merchandising/MDSI, a May Department Stores Company. Age 61. Director since 1984.

Jack F. Reichert

Chairman of the Board, Retired, of Brunswick Corporation, a leader in marine power, pleasure boating and recreation products and services. Chairman, International Bowling Museum & Hall of Fame; Vice Chairman and Trustee, Carroll College. Age 70. Director since 1984.

Terms Expiring at
the 2003 Annual Meeting

Robert H. Bohannon

Chairman, President and Chief Executive Officer of 2003 ANNUAL MEETING the Corporation. Age 55.56. Director since 1996.
Douglas L. Rock Chairman of the Board and Chief Executive Officer and a director of Smith International, Inc., a worldwide supplier of products and services to the oil and gas drilling and production industry. Age 53.54. Director since 1996.

John C. Tolleson Tolleson*

Founder and former Chairman and Chief Executive Officer of First USA, Inc., a financial services company specializing in the credit card business; and currently Chief Executive Officer and owner of The Tolleson Group aand Managing Director of Arena Capital Partners, both private investment group.firms. Also a director of Bank One Corporation, Capstead
Mortgage Corporation, and Haggar Corporation. Age 51.52. Director since 1997.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THESE NOMINEES.

DIRECTORS CONTINUING IN OFFICE

Five directors will continue in office until expiration

*Mr. Tolleson has advised the Corporation that, to allow more time to manage investments of their designated
terms. Information about the directors continuing in office is presented
below:

TERMS EXPIRING AT Jess Hay Chairman, Texas FoundationThe Tolleson Group and for Higher Education,
THE 2001 ANNUAL and Chairman of HCB Enterprises Inc, a private
MEETING investment firm. Retired Chairman and Chief
Executive Officer of Lomas Financial Group. Alsoother personal reasons, he intends to resign as a director of Exxon Corporation, SBC Communications,
Inc. and Trinity Industries, Inc. Age 69. Director
since 1981.

Linda Johnson Rice President and Chief Operating Officer and a
director of Johnson Publishing Company, Inc.,
publisher of Ebony and other magazines. Also a
director of Bausch & Lomb Incorporated and
Kimberly-Clark Corporation. Age 42. Director since
1992.
no later than August 31, 2001.

BOARD INFORMATION

Timothy R. Wallace Chairman, President and Chief Executive Officer and
a director of Trinity Industries, Inc., a
manufacturer of railcars and equipment. Age 46.
Director since 1996.

TERMS EXPIRING AT Judith K. Hofer President and Chief Executive Officer of May
THE 2002 ANNUAL Merchandising/MDSI, a May Department Stores
MEETING Company. Age 60. Director since 1984.

Jack F. Reichert Chairman of the Board Retired, of Brunswick
Corporation, a leader in marine power, pleasure
boating and recreation products and services.
Trustee, Carroll College; Director, Professional
Bowlers Association. Age 69. Director since 1984.

BOARD INFORMATION

BOARD MEETINGS Meetings The Board of Directors held four regular meetings and three
special meetings during 1999.2000. Each director attended at least 75%85% of his or her Board and committee meetings except
for Mr. Rock who attended 74% of such meetings. Mr. Rock was
unable to attend certain meetings due to weather related
travel delays and business obligations occurring on the date
of scheduled meetings.

BOARD COMMITTEES

Board Committees

Committees of the Board met periodically during the year, usually in conjunction with regular meetings of the Board. The Board has established the following standing committees to deal with particular areas of responsibility:

THE EXECUTIVE COMMITTEE

The Executive Committee exercises all the powers of the Board when the Board is not in session, except as limited by law and by resolutions of the Board. The committee held 11eight meetings during 1999.2000. Current members: Mr. Reichert, Chairman; Ms. Hofer; and Messrs. Bohannon, Hay and Rock.

THE AUDIT COMMITTEE

The Audit Committee recommends to the Board appointment of our independent auditors and assists the Board in monitoring the quality and integrity of the financial statements of the Corporation, the compliance by the Corporation with legal and regulatory requirements, and the independence and performance of the Corporation's internal and external auditors, and during 1999, progress toward Year 2000
compliance.auditors. The committee met threefive times in 1999.2000. All members of this committee are nonemployee directors. Current members: Ms. Hofer, Chairman; Ms. Rice; and Messrs. Reichert, Rock and Tolleson.

THE HUMAN RESOURCES COMMITTEE

The Human Resources Committee oversees development and implementation of a compensation strategy designed to enhance profitability and stockholder value. The committee also reviews, for recommendation to the Board, the salary of the Chief Executive Officer, and
approves salaries and compensation of executive officers.
The committee alsoofficers, and approves incentive compensation targets and awards under various compensation plans and grants under our stock incentive stock plans. The committee met five times in 1999.2000. All members of this committee are nonemployee directors. Current members: Mr. Hay, Chairman; Mmes. Hofer and Rice; and Messrs. Tolleson and Wallace.

THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Corporate Governance and Nominating Committee is responsible for proposing a slate of directors for election by the stockholders at each annual meeting and for proposing candidates to fill any vacancies on the Board. The committee also reviews and from time to time proposes changes to the Corporation's system of corporate governance. The committee met one timetwo times in 1999.2000. All members of this committee are nonemployee directors. Current members: Ms. Rice, Chairman; and Messrs. Hay and Wallace. Mr. Bohannon is an ex-officio member of this committee.

COMPENSATION OF DIRECTORS

RETAINERS AND FEES

COMPENSATION OF DIRECTORS
Retainers and Fees Nonemployee directors receive an annual retainer of $30,000 and committee chairmen receive an additional annual retainer of $5,000. Nonemployee directors also receive a fee of $1,600 for each Board meeting attended and a fee of $1,500 for each committee meeting attended. Directors are reimbursed for all expenses related to their service as directors.

DEFERRED COMPENSATION

Deferred Compensation Plan

Nonemployee directors may defer all or part of their
PLAN retainers and fees pursuant to the Directors' Deferred Compensation Plan. These amounts can be deferred in the form of stock units related to the price of the Corporation's common stock or in the form of cash. Deferred accounts are credited quarterly with dividend equivalents in the case of stock unit accounts and interest at a long-term medium-quality bond rate in the case of cash accounts. Deferred amounts are payable after a director ceases to be a Board member.

OPTION GRANTS

Option Grants

Nonemployee directors receive an initial grant of non-qualified options when they become directors and an additional grant each year of their term. Options to purchase 3,1003,700 shares were granted to each nonemployee director holding office on May 10, 1999,February 17, 2000, at an exercise price of $29.50,$24.4375, the average market price on the day of grant.

CHARITABLE AWARD PROGRAMS
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Charitable Award Programs All directors participate in the Directors' Charitable Award Program. The program, a part of our overall support for charities, provides for contributions by the Corporation on behalf of each participating director of $100,000 per year to one or more charitable organizations designated by the director. The contributions will be made over a period of ten years following the director's death. The program is being funded through the purchase of insurance on the life of each director, with the Corporation as beneficiary.

Nonemployee directors also may participate in the Directors' Charitable Matching Program. The program provides for corporate matching of charitable contributions made by nonemployee directors, on a dollar-for-dollar basis, up to an aggregate maximum of $5,000 per year.

OTHER BENEFITS

Other Benefits

We provide nonemployee directors with accidental death and dismemberment insurance benefits of $300,000 and travel accident insurance benefits of $250,000 when they are traveling on corporate business.

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MANAGEMENT STOCK OWNERSHIP

OWNERSHIP GUIDELINES Ownership Guidelines We believe it is important to align the financial interests of our directors and officers with those of our stockholders. Guidelines have been adopted which specify the minimum amount of stock that directors and officers are expected to own on a direct basis, meaning stock or stock units which are subject to market risk, not simply held under option. Stock units are subject to market risk in the same manner as common stock because they have a value equal to the market price of our common stock.

The guidelines call for each officer to own stock or stock units which have a value within a range of one and one-half to five times that individual's annual salary, depending on salary level. The guidelines also call for each nonemployee director to own stock or stock units which have a value equal to five times the annual retainer payable to a director. Most of our directors and officers have reached and in many cases have substantially exceeded their goals. Officers that have not met their goals and the remainder are continuing to invest toward achieving their goals.

The first table below provides information concerning the beneficial ownership of our common stock by directors and executive officers of Viad, individually and as a group. The second table provides more detailed information concerning director ownership of Viad common stock, options and stock units. Information in the ownership tables is as of March 15, 2000.
2001.
Director and
Executive Officer Ownership

Name
Amount and Nature of
Beneficial Ownership¹ Percent of Class
Gordon W. Anderson 124,867 *
Robert H. Bohannon 651,711 *
Charles J. Corsentino (retired 1-4-2001) 59,003 *
Paul B. Dykstra 56,059 *
Kimbra A. Fracalossi 24,920 *
Jess Hay 47,366 *
Judith K. Hofer 83,793 *
Philip W. Milne 162,576 *
Paul B. Mullen (resigned 12-31-2000) 79,705 *
Suzanne Pearl 20,026 *
Jack F. Reichert 80,265 *
Linda Johnson Rice 80,643 *
Douglas L. Rock 26,450 *
Scott E. Sayre 56,375 *
Catherine L. Stevenson 28,251 *
John C. Tolleson 68,550 *
Timothy R. Wallace 26,450 *
Wayne A. Wight 89,305 *
All Directors and Executive Officers as a Group (18 persons) 1,766,315 2.0 %
AMOUNT AND NATURE OF
DIRECTOR AND NAME BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
EXECUTIVE OFFICER --------------------------------------- ----------------------- ----------------
OWNERSHIP

Robert H. Bohannon..................... 574,349
*
Charles J. Corsentino.................. 179,153 *
Paul B. Dykstra........................ 48,995 *
Kimbra A. Fracalossi................... 12,037 *
Jess Hay............................... 43,966 *
Judith K. Hofer........................ 80,393 *
Philip W. Milne........................ 141,321 *
Paul B. Mullen......................... 74,197 *
Ronald G. Nelson....................... 237,131 *
Peter J. Novak......................... 217,311 *
Jack F. Reichert....................... 81,544 *
Linda Johnson Rice..................... 77,243 *
Douglas L. Rock........................ 23,050 *
Scott E. Sayre......................... 52,342 *
Catherine L. Stevenson................. 27,105 *
John C. Tolleson....................... 65,150 *
Timothy R. Wallace..................... 23,050 *
Wayne A. Wight......................... 95,235 *
All Directors Less than one percent.

¹
Includes 174,561 shares of performance-based stock, which will not be earned unless performance targets are met, 98,800 shares of performance-driven restricted stock which will vest within five years, subject to accelerated vesting if specified performance goals are met or exceeded, 13,300 shares of restricted stock which will vest within five years, and Executive Officers1,081,428 shares of common stock subject to stock options which were exercisable as of March 15, 2001, or within 60 days thereafter, by the directors and executive officers listed above.
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Director
Ownership

Name
Year First Elected Beneficial Ownership¹ Unexercisable
Options Stock Units² Total

Robert H. Bohannon 1996 651,711 317,500 52,963 1,022,174
Jess Hay 1981 47,366 6,850 56,273 110,489
Judith K. Hofer 1984 83,793 6,850 54,725 145,368
Jack F. Reichert 1984 80,265 6,850 62,932 150,047
Linda Johnson Rice 1992 80,643 6,850 9,285 96,778
Douglas L. Rock 1996 26,450 6,850 9,538 42,838
John C. Tolleson 1997 68,550 6,850 1,429 76,829
Timothy R. Wallace 1996 26,450 6,850 6,079 39,379
Totals 1,065,228 365,450 253,224 1,683,902
¹ Beneficial ownership includes common stock owned plus common stock that a Group (18 persons)................... 2,053,572 2.2%
director can acquire at March 15, 2001, or within 60 calendar days thereafter, through the exercise of stock options. Ownership of common stock, excluding exercisable options, is as follows: Mr. Bohannon, 297,741 (including 125,000 shares of performance-based stock which will not be earned unless performance targets are met, 50,000 shares of performance-driven restricted stock which will vest within five years, subject to accelerated vesting if specified performance goals are met or exceeded, and 13,300 shares of restricted stock which will vest within five years); Mr. Hay, 10,000; Ms. Hofer, 26,477; Mr. Reichert, 1,000; Ms. Rice, 3,000; Mr. Rock, none; Mr. Tolleson, 50,000; and Mr. Wallace, none.

²
In the case of Mr. Bohannon, represents stock units held under the Deferred Compensation Plan for executives and in the case of all other directors, represents stock units held under the Deferred Compensation Plan for directors. Stock units are subject to market risk in the same manner as common stock because they have a value equal to the market price of our common stock.

* Less than one percent.
-----------------------------------------------------

(1) Includes 279,500 shares of performance-based stock,
which will not be earned unless performance targets are
met, and 1,353,363 shares of common stock subject to
stock options which were exercisable as of March 15,
2000, or within 60 days thereafter, by the directors
and executive officers listed above.

DIRECTOR
YEAR FIRST BENEFICIAL UNEXERCISABLE STOCK
NAME ELECTED OWNERSHIP(1) OPTIONS UNITS(2) TOTAL
OWNERSHIP ----------------------- ------- ------------ ------------- -------- ----------

Robert H. Bohannon..... 1996 574,349 167,500 52,208 794,057
Jess Hay............... 1981 43,966 5,250 55,463 104,679
Judith K. Hofer........ 1984 80,393 5,250 53,937 139,580
Jack F. Reichert....... 1984 81,544 5,250 60,625 147,419
Linda Johnson Rice..... 1992 77,243 5,250 9,151 91,644
Douglas L. Rock........ 1996 23,050 5,250 7,082 35,382
John C. Tolleson....... 1997 65,150 5,250 1,409 71,809
Timothy R. Wallace..... 1996 23,050 5,250 3,956 32,256

Totals................. 968,745 204,250 243,831 1,416,826

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(1) Beneficial ownership includes common stock owned plus
common stock that a director can acquire at March 15,
2000, or during the 60 calendar day period thereafter,
through the exercise of stock options. Ownership of
common stock, excluding exercisable options, is as
follows: Mr. Bohannon, 220,379 (including 165,000
shares of performance-based stock which will not be
earned unless performance targets are met); Mr. Hay,
10,000; Ms. Hofer, 26,477; Mr. Reichert, 1,000; Ms.
Rice, 3,000; Mr. Rock, none; Mr. Tolleson, 50,000; and
Mr. Wallace, none.

(2) In the case of Mr. Bohannon, represents stock units
held under the Deferred Compensation Plan for
executives and in the case of all other directors,
represents stock units held under the Deferred
Compensation Plan for directors. Stock units are
subject to market risk in the same manner as common
stock because they have a value equal to the market
price of our common stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below provides certain information regarding those
persons known by the Corporation to be the beneficial owners
of more than 5% of the Corporation's outstanding common
stock.

CERTAIN BENEFICIAL
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF CLASS
OWNERS --------------------------- -------------------- ----------------
The table below provides certain information regarding those persons known by the Corporation to be the beneficial owners of more than 5% of the Corporation's outstanding common stock.

Certain Beneficial Owners

Name and Address

Amount and Nature of
Beneficial Ownership

Percent of Class
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109 7,669,387 ¹ 8.314 %

Franklin Resources, Inc.
777 Mariners Island Boulevard
P. O. Box 7777
San Mateo, California 94403-7777

4,890,800 ²

5.3
%
¹ The ownership information set forth herein is based on material contained in a Schedule 13G, dated February 14, 2001, filed with the SEC. FMR Corp. 82 Devonshire Street
Boston, Massachusetts 02109 13,792,980(1) 14.66%
has sole voting power for 3,000 shares and sole dispositive power for all shares owned.

²
The ownership information set forth herein is based on material contained in a Schedule 13G, dated February 7, 2001, filed with the SEC. Franklin Resources, Inc. has sole voting power and sole dispositive power for all shares owned.

-----------------------------------------------

(1) The ownership information set forth herein is based on
material contained in a Schedule 13G, dated February
14, 2000, filed with the SEC. FMR Corp. has sole voting
power for 236,920 shares and sole dispositive power for
all shares owned.

--------------------------------------------------------

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THE FOLLOWING AUDIT COMMITTEE REPORT, HUMAN RESOURCES
COMMITTEE REPORT, AND STOCKHOLDER RETURN PERFORMANCE GRAPH
WILL NOT BE INCORPORATED BY REFERENCE INTO ANY PRESENT OR
FUTURE FILINGS WE MAKE WITH THE SECURITIES AND EXCHANGE
COMMISSION, EVEN IF THOSE REPORTS INCORPORATE ALL OR ANY
PART OF THIS PROXY STATEMENT.

AUDIT COMMITTEE REPORT

THE The following Audit Committee Report, Human Resources Committee Report and Stockholder Return Performance Graph will not be incorporated by reference into any present or future filings we make with the Securities and Exchange Commission, even if those reports incorporate all or any part of this proxy statement.

AUDIT COMMITTEE REPORT
The
Committee The Audit Committee of the Board is comprised solely of
COMMITTEE independent directors and was appointed by the Board to assist the Board in monitoring (1) the quality and integrity of the financial statements of the Corporation, (2) the compliance by the Corporation with legal and regulatory requirements and (3) the independence and performance of the Corporation's internal and external auditors.

COMMITTEE

Committee
Meetings and
Responsibilities

The committee met threefive times in 1999.2000. Committee members are
MEETINGS AND also available to consult with management and with the
RESPONSIBILITIES Corporation's independent auditors throughout the year. The committee regularly meets in general and private sessions with management of the Corporation and with the Corporation's internal and outside independent auditors. The committee receives and discusses their reports and encourages open and detailed discussion of all matters related to responsibilities of the committee. The
responsibilities of the committee are set forth in its
charter, a copy of which is attached to this Proxy Statement
as Appendix A.

FINANCIAL

Financial
Statements
Recommendation

The committee has recommended that the audited financial STATEMENTS statements of the Corporation for 19992000 be included in the
RECOMMENDATION Corporation's Annual Report on Form 10-K to be filed with the Securities and Exchange Commission.Commission on February 16, 2001. A copy of that report wasis included inwith your proxy materials. In connection with its recommendation, the committee did the following:

• Reviewed and discussed the audited financial statements of the Corporation with management

-management.

• Discussed with the independent auditors of the Corporation matters required to be discussed by generally accepted auditing standards, including standards set forth in Statement on Auditing Standards No. 61. That statement requires that the independent auditor communicate to the committee matters related to the conduct of the audit such as the quality of earnings; estimates, reserves and accruals; suitability of accounting principles; highly judgmental areas; and audit adjustments whether or not recorded

-recorded.

• Received written disclosures from the independent auditors regarding their independence as required by Independence Standards Board Standard No. 1, and discussed with the auditors the auditors' independence
independence.

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A report of the Corporation's management concerning management responsibility for financial reporting, and the report and opinion of Deloitte & Touche LLP, the Corporation's independent auditors, are included in the Corporation's Annual Report on Form 10-K and should be read in conjunction with the audited financial statements of the Corporation.

Non-Audit Services

The committee has considered whether the provision of non-audit services by Deloitte & Touche LLP is compatible with maintaining auditor independence.

AUDIT COMMITTEE
Judith K. Hofer, Chairman
Jack F. Reichert
Linda Johnson Rice
Douglas L. Rock
John C. Tolleson

HUMAN RESOURCES COMMITTEE REPORT

THE

HUMAN RESOURCES COMMITTEE REPORT
The
Committee The Human Resources Committee of the Board is comprised
COMMITTEE solely of independent directors. The committee oversees development and implementation of an executive compensation strategy designed to enhance profitability and stockholder value. Advice and assistance from independent compensation consultants is obtained periodically in connection with various matters.

OVERALL

Overall
Objectives

Our compensation program is designed to closely align the
OBJECTIVES financial interests of our executives and key employees with the financial interests of our stockholders. Specific objectives are to:

• Maximize stockholder value

• Provide a competitive compensation package

• Attract and retain the best executive talent

• Motivate executives and key employees to achieve our key business goals

• Put a significant amount of pay at risk in keeping with our pay-for-performance objective

• Encourage "at risk" investment in the Corporation through ownership of common stock or stock units of the Corporation

• Balance short-term and long-term strategic goals

MANAGING
Managing
Compensation

We conduct an in-depth review of the Corporation's executive
COMPENSATION compensation program each year. Our review is based in part on a comprehensive study by a nationally recognized independent consulting firm. Their study helps us to assess the effectiveness of our compensation program and also provides a comparison relative to compensation practices and costs typical among a group of companies in comparable industries among which the Corporation competes for executive talent.

Our executive compensation program is focused on performance-based criteria and is designed to ensure that incentive compensation is earned onlydirectly tied to the extent that
aggressive performance targets are achieved.

COMPONENTS OF performance.

Components of
Compensation

Total compensation for our executive officers includes:
COMPENSATION
-
• Base salary

• Annual and long-term incentives

• Benefits

A significant amount of executive compensation is based on achievement of corporate or operating company performance goals. For example, annual and long-term incentive compensation at target levels comprises approximately 74%79% of the aggregate compensation package for Mr. Bohannon and approximately 60% for other executive officers. Our compensation program is designed to reinforce our pay-for-performance commitment and to encourage executive officers to focus on maximizing stockholder value.

Benefits and perquisites are generally similar to those provided by our compensation comparator companies.

BASE SALARY

Base Salary

We evaluate base salaries of executive officers every year. The evaluation is based on the individual's performance during the prior period and independent compensation surveys of comparator companies.

ANNUAL

Annual
Incentives

Executive officers are eligible for an annual cash bonus
INCENTIVES based on achieving corporate and operating company performance targets established at the beginning of each year. The awards for 19992000 reflect the extent to which targets for the following performance goals were met or exceeded:

• Corporate level: IncomeRevenue, income per share from continuing operations, return on capital, and other specified performance measurements including reduction of
investment in noncore assets, liability management, strategic positioning, effective portfolio management, corporate center cost control, and effective support of operating companies

• Operating company level: NetRevenue, operating income, return on capital, and other specified performance measurements including revenue growth operating income margin growth,
profitability per employee, liability management,in specified business areas and growth in specified business areas

9
integration of acquisitions

Return on capital for corporate and operating companies is a
new measurement in 1999 and is calculated based on a value added approach with emphasis on the amount of operating income generated in excess of a cost of capital charged against all capital employed in the business.

Target awards are established for each executive officer as a percentage of salary. Target awards in 19992000 ranged from 40% to 75% of the executive's base salary, depending on the level of responsibility. Actual bonus awards at the corporate level can range from no award to a maximum of 180%183.75% of target, depending on achievement of corporate goals and discretionary adjustment based on individual performance. Actual bonus awards at the operating company level can range from no award to a maximum of 178.5% of target, depending on achievement of operating company goals and discretionary adjustment based on individual performance.

Executives, from time to time, receive special awards in recognition of outstanding performance or results.

Awards to executive officers may not exceed a funding limit established with respect to each executive. The limit is expressed as a percentage of the Corporation's net income.

LONG-TERM

Long-Term
Incentives

Our long-term incentive plans are designed to link executive
INCENTIVES compensation to stockholder value, to encourage short-term actions consistent with achievement of long-term growth, to reward measurable performance and to build stock ownership among executive officers. Long-term incentives arefor 2000 were provided through performance unit, stock option and performance-based stock grants.

PERFORMANCE

Performance
Units

The Performance Unit Incentive Plan is intended to focus
UNITS participants on the long-term interests of our stockholders by tying the value of units awarded to both stock price appreciation during the performance period and to achievement of financial measures that are key factors in increasing stockholder value. Target goals are set at the beginning of the performance period, which is normally three years in length. Goals at the corporate level are based on return on capital and income per share from continuing operations, while goals for operating companies are based on return on capital and netoperating income. The Performance Unit Incentive Plan is offered to a limited group of key executives, including certain of the executive officers named in the Summary Compensation Table.

STOCK OPTIONS

Stock Options

Stock options provide a long-term incentive for a broader group of our key employees. Stock options encourage and reward effective management that results in long-term financial success and increased stockholder value. In 19992000, stock options were granted for a term of ten years with an exercise price equal to the fair market valueaverage of the high and low price of our stock on the date of grant. As a result, the options have value only to the extent that the price of our stock increases. Half the number of options granted can be exercised after one year and the other half after two years if annual incentive goals are achieved, or after three years and four years, respectively, if annual incentive goals are not achieved in a particular year. Options granted since 1998 contain forfeiture and non-competition provisions.

10
11

PERFORMANCE-
Performance-
Based Stock

Certain executive officers, including certain of the
BASED STOCK executive officers named in the Summary Compensation Table, were also awarded performance-based stock in 1999.2000. Performance-based stock awards are designed to focus management's attention on value creation as measured by returns to our stockholders;stockholders, to retain the management team;team, and to build stock ownership by executive officers. Performance periods are generally three years in length. The stock will be earned only if performance targets, relative to the applicable stock and industry indices, are met or exceeded.

OWNERSHIP

Ownership
Guidelines

Stock ownership guidelines have been adopted which call for
GUIDELINES executives to own a minimum amount of stock on a direct basis, meaning stock or stock units of the Corporation which are at risk in the market and not simply held under option. The minimum required amount is based on multiples of salary ranging from one and one-half to five times an individual's annual salary, depending on salary level.

CEO
Compensation

Mr. Bohannon's total compensation reflects the Corporation's COMPENSATION outstanding performance in 1999,2000, and also onthe levels of achievement of netrevenue, income per share, return on capital and other performance measurements set forth in incentive plans of the Corporation. It also reflects the committee's assessment of his individual performance, compensation levels at comparator companies, and our belief that retention of his services is of vital importance to the Corporation and its stockholders.

Mr. Bohannon received a base salary of $825,000$850,000 in 1999, and
an annual incentive bonus of $1,400,000, a portion of which
($200,000) was deferred and invested in a cash account under
the Deferred Compensation Plan for executives. His annual
bonus was based on achievement of income per share, return
on capital, and other performance goals.

2000.

Mr. Bohannon also earned a performance unit incentive bonus of $1,500,000$1,000,000 for the 1997-19991998-2000 performance period. The bonus was based on achievement of return on capital and income per share goals for the three-year period ending December 31, 1999.2000. In 1999,2000, he also received options to purchase 95,000120,000 shares of common stock with an exercise price of $29.50$24.4375 per share, and a grant of performance-based stock in the amount of 45,00050,000 shares which will be earned based on the extent to which total stockholder return targets are met relative to applicable indices over a three-year performance period.

Although the Corporation's internal targets were not achieved in 2000 and therefore no bonuses were earned under the corporate annual incentive plan, the Corporation's operations did produce outstanding results. Earnings per share before nonrecurring income for the year increased to $1.57, up 24.6 percent from $1.26 per share in fiscal 1999. In recognition of this and other outstanding performance, Mr. Bohannon received a cash award of $255,000 and an award of 13,300 shares of restricted stock in February 2001.

Approximately 81%85% of Mr. Bohannon's total compensation in 19992000 consisted of annual and long-term incentive compensation which was at risk because it was tied to achievement of challenging performance goals and to the price of our

stock.

EMPLOYMENT

Employment
Agreement

The Corporation entered into an employment agreement with
AGREEMENT Mr. Bohannon in 1998. Terms and provisions of the agreement are generally described on page 17.

LIMIT ON pages 18-19.
Limit on
Deductibility of
Certain
Compensation

Section 162(m) of the Internal Revenue Code disallows a DEDUCTIBILITY OF corporate income tax deduction on compensation paid to an CERTAIN executive officer named in the Summary Compensation Table
COMPENSATION that exceeds one million dollars during the tax year, subject to certain permitted exceptions. To the extent compensation is based upon attaining performance goals set by the committee, the compensation is not included in computation of the limit. The committee intends, to the extent possible and where it believes it is in the best interest of the Corporation and its stockholders, to qualify such compensation as tax deductible. However, it does not intend to permit the provisions of Section 162(m) to erode the effectiveness of the Corporation's overall system of compensation policies and practices. The Board submitted performance goals and certain other terms under the Viad Corp Omnibus Incentive Plan for approval at the 1997 Annual Meeting of Stockholders, as required to allow certain of the compensation payable under such plan to be eligible for deduction.

CONCLUSION

Conclusion

We believe that our executive compensation program has
successfully focusedfocuses the Corporation's senior management on building profitability and stockholder value. Base salaries and incentive grants are competitive with those offered at comparator companies, and a significant portion of executive compensation is linked directly to individual and corporate performance and to our stock price performance.

In 1999,2000, as in previous years, the overwhelming majority of the Corporation's executive compensation was at risk and dependent on performance. We will continue to link executive compensation to corporate performance and enhancement of stockholder value.

HUMAN RESOURCES COMMITTEE
Jess Hay, Chairman
Judith K. Hofer
Linda Johnson Rice
John C. Tolleson
Timothy R. Wallace

12
13

STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing, for the five-year period ended December 31, 1999,2000, the yearly percentage change in the cumulative total stockholder return on the Corporation's common stock to the cumulative total return of the Standard & Poor's Midcap 400 Stock Index and the Commercial and Consumer Services Industry Index.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Comparison of Five-Year Cumulative Total Return¹

1995 1996 1997 1998 1999 2000
Viad Corp 100.0 109.7 131.6 209.5 194.5 162.9
S&P Midcap 400 100.0 119.2 157.6 187.6 215.2 252.7
Commercial & Consumer Services Index 100.0 120.9 158.6 211.6 150.8 200.9
COMMERCIAL &

Viad S&P Consumer
Corp Midcap 400 Services Index
Dec94

¹Assumes $100 $100 $100
Dec95 $143 $131 $119
Dec96 $157 $156 $144
Dec97 $188 $206 $189
Dec98 $299 $246 $252
Dec99 $278 $282 $180

1994invested on the last trading day of 1995 1996 1997 1998 1999
-------- -------- -------- -------- -------- --------

Viad Corp........................................... 100.0 142.8 156.6 187.9 299.0 277.7

S&P Midcap 400...................................... 100.0 130.9 155.9 206.2 245.5 281.6

Commercial & Consumer Services...................... 100.0 119.1 144.0 188.8 251.9 179.5
and all dividends were reinvested.

- ---------------------------------

(1) Assumes $100 invested on the last trading day of 1994 and all dividends
reinvested.

13
14

EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table summarizes the compensation we paid in 1997, 1998, 1999 and 19992000 to the Chairman, President and Chief Executive Officer and each of the four other most highly compensated executive officers of the Corporation, based on 19992000 salary and bonus.
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION --------------------------------------------------- --------------------------------------------- AWARDS PAYOUTS ---------------------------- -------------- OTHER ANNUAL RESTRICTED SECURITIES LONG-TERM COMPENSATION STOCK UNDERLYING INCENTIVE YEAR SALARY ($) BONUS ($) ($)(1) AWARDS ($)(2) OPTIONS (#) PAYOUTS ($)(3) -------- ---------- --------- ------------ ------------- ----------- -------------- 825,000 1,400,000 14,701 -- 95,000 1,828,363 1998 750,000 1,569,500(6) 277,219 -- 70,000 1,081,461(7) 1997 650,000 450,000(8) 17,518 -- 100,000 399,933 298,087 239,400 6,889 -- 16,000 536,875(7) 242,623 194,900 7,339 -- 14,500 285,900(7) 1997 206,954 166,200 3,900 -- 18,000 142,100(7) 305,675 259,800 7,332 -- 9,400 450,550 1998 271,150 313,900(6) 95,408 -- 14,100 376,837 1997 257,233 196,800 7,273 -- 14,100 181,210 303,225 232,000 8,809 -- 11,400 405,412 1998 273,975 316,100(6) 96,996 -- 15,000 202,200 1997 231,533 88,550(8) 5,650 -- 13,500 -- 205,450 139,700 12,017 -- 8,800 -- 1998 193,725 248,200(6) 94,127 -- 12,000 -- 1997 167,700 85,500 -- -- 12,600 -- ALL OTHER COMPENSATION ($)(4) ------------ 30,000 22,500 469,500(8) 4,800 4,500 4,500 12,227 8,135 7,717 12,129 8,220 95,496(8) 8,218 5,812 5,031
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Awards Payouts
Name and Principal Position
Year Salary ($) Bonus ($) Other Annual Compensation ($)¹ Restricted Stock Awards ($)² Securities Underlying Options (#) Long-Term Incentive Payouts ($)³ All Other Compensation ($)⁴
Robert H. Bohannon⁵ 2000 850,000 — 16,112 — 120,000 1,794,300 30,000
Chairman, President 1999 825,000 1,400,000 14,701 — 95,000 1,828,363 30,000
and CEO 1998 750,000 1,569,500 ⁶ 277,219 — 70,000 1,081,461 ⁷ 22,500
Charles J. Corsentino 2000 299,500 — — — 12,200 95,322 5,100
President and CEO, 1999 289,117 — 274 — 11,500 272,500 4,800
Exhibitgroup/Giltspur 1998 289,101 137,500 275 — 12,000 121,810 4,800
Division (retired 1-4-2001)
Paul B. Dykstra 2000 295,299 — 118,628 — 17,100 70,300 ⁸ 5,742
President and CEO, 1999 235,853 168,400 ⁸ — — 8,100 159,200 ⁸ 4,255
GES Exposition Services, 1998 180,888 102,800 ⁸ — — 7,500 114,600 ⁸ 4,844
Inc.
Philip W. Milne 2000 313,834 253,400 9,465 — 25,000 392,000 5,100
President and CEO, Travelers 1999 298,087 239,400 6,889 — 16,000 536,875 ⁷ 4,800
Express Company, Inc. 1998 242,623 194,900 7,339 — 14,500 285,900 ⁷ 4,500
Paul B. Mullen 2000 328,997 — 4,615 — 14,500 154,894 6,853
Chairman, GES Exposition 1999 320,554 — 4,358 — 13,200 244,013 4,746
Services, Inc. 1998 313,500 45,700 5,052 — 13,500 — 4,805
(resigned 12-31-2000)
¹
Amounts shown represent reimbursement to executives for payment of taxes on certain items.

(2) items; and in the case of Mr. Dykstra, amount includes $76,400 of relocation expenses in 2000.
²
Dividends are paid on performance-based stock at the same rate as paid to allother stockholders. On December 31, 1999,2000, the named executives held shares of performance-based stock having aggregate values as follows: Mr. Bohannon, 115,000125,000 shares valued at $3,205,625;$2,875,000; Mr. Milne, 19,600Corsentino, 12,900 shares valued at $546,350;$296,700 (of which 5,570 shares were forfeited upon retirement); Mr. Nelson, 17,900Dykstra, 5,800 shares valued at $498,963;
and$133,400; Mr. Novak, 18,100Milne, 21,000 shares valued at $504,538.

(3)$483,000; and Mr. Mullen, 15,600 shares valued at $358,800 (of which 6,680 shares were forfeited upon resignation).
³
Long-term incentive payouts in 2000 included payments under the Performance Unit Incentive Plan for the 1998-2000 performance period and the vesting of the shares granted in 1997 under the Performance-Based Stock Plan. Long-term incentive payouts in 1999 included payments under the Performance Unit Incentive Plan for the 1997-1999 performance period and the vesting of the Viad Corp shares granted in 1996 under the Performance-Based Stock Plan. Long-term incentive payouts in 1998 included payments under the Performance Unit Incentive Plan for the 1997-19981996-1998 performance period and the vesting of a portion of the Viad Corp and The
Dial Corporation shares granted in 1995 under the Performance-Based Stock Plan. Long-term incentive payouts in 1997 included payments under the
Performance Unit Incentive Plan for the 1995-1997 performance period and
the vesting of a portion of the Viad Corp and The Dial Corporation shares
granted in 1994 under the Performance-Based Stock Plan. In 1997
Mr. Bohannon earned a prorated performance unit incentive bonus with
respect to the 1995-1997 performance period for the period of time he
served as President and Chief Executive Officer of Travelers Express
Company, Inc., a payment services subsidiary. No payout with respect to
the 1995-1997 performance period was earned at the corporate level. (See
footnote 7.)

(4)
⁴
Amounts represent matching contributions under the 401(k) Plan and the Supplemental 401(k) Plan, and amounts deferred pursuant to the Deferred
Compensation Plan for executives. (See footnote 8.)

(5) Plan.
⁵
Employment agreement dated April 1, 1998 currently provides for an annual salary of $850,000.

(6) $900,000.
⁶
Includes a special award of 12,000 shares of common stock (12,000 shares for
Mr. Bohannon and 4,000 shares each for Messrs. Nelson, Novak and Wight).stock. The special award was based on outstanding financial and operational results in 1998, including successful liquidation of the Corporation's noncore assets and businesses which did not meet required performance criteria.

(7)
⁷
Mr. Milne deferred $139,405 of his 1999 long-term incentive payout pursuant to the terms of the Deferred Compensation Plan for Executives. The deferral was invested in stock units of the Corporation (5,690 stock units acquired at a price of $24.50 per unit, the closing price of the common stock on the date of the investment). Mr. Bohannon and Mr. Milne deferred $898,600 and $125,000 of their respective 1998 long-term incentive payouts. The deferrals were invested in stock units of the Corporation (32,602 and 4,535 stock units, respectively, acquired at a price of $27.5625 per unit, the closing price of the common stock on the date of the investment). Mr. MilneThese deferred $49,735 of his 1997 long-term
incentive payout. The deferral was invested in stock units of the
Corporation (2,072 stock units, acquired at a price of $24.00 per unit,
the closing price of the common stock on the date of investment). The
amounts deferred are included in the "Long-Term Incentive Payouts" column.

(8)
⁸
Mr. BohannonDykstra's bonus and Mr. Novak deferred $450,000 and $88,550long-term incentive payments relate to the period of their
respective 1997 annual incentive bonuses (totaling $900,000 and $177,100,
respectively). The deferred amounts were invested in stock unitstime he served as an executive of the
Corporation (18,750 and 3,690 stock units for Mr. Bohannon and Mr. Novak,
respectively, acquired atTravelers Express Company, Inc., a price of $24.00 per unit, the closing price of
the common stock on the date of investment). The amounts deferred are
included in the "All Other Compensation" column.

14
payment services subsidiary.
15

STOCK OPTION GRANTS

The following table provides information on stock option grants in 19992000 to the executive officers named in the Summary Compensation Table. The amounts shown as potential realizable values are presented for illustrative purposes only. They are calculated based solely on arbitrarily assumed rates of appreciation required by the SEC. The ultimate value of the options depends on the future performance of our common stock and overall stock market conditions. There can be no assurance that the potential realizable values shown in the table will be achieved.

Assuming an annual stock price appreciation of 5% and 10% from the grant date through the 10-year term of the option, the amounts shown as potential realizable values would result in an increase in the stock price of $18.55$15.37 and $47.02$38.95 per share, respectively. The amounts shown as potential realizable values for all stockholders represent the corresponding increase in the aggregate market value of outstanding shares of common stock held by all our stockholders on May 10, 1999,February 17, 2000, the option grant date. The aggregate price appreciation for all of our stockholders would total approximately $1.77$1.385 billion and $4.50$3.510 billion, respectively.

OPTION GRANTS IN LAST FISCAL YEAR

OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
% of Total Options Granted to Employees in Fiscal Year
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
Number of Securities Underlying Options Granted (#)¹
Exercise Price
($/Share)¹ Expiration Date
Name
5%($) 10%($)
Robert H. Bohannon 120,000 12.06% 24.4375 2/17/10 1,844,233 4,673,650
Charles J. Corsentino 12,200 1.23% 24.4375 2/17/10 187,497 475,154
Paul B. Dykstra 17,100 1.72% 24.4375 2/17/10 262,803 665,995
Philip W. Milne 25,000 2.51% 24.4375 2/17/10 384,215 973,677
Paul B. Mullen 14,500 1.46% 24.4375 2/17/10 222,845 564,733
All Stockholders' Stock Price Appreciation N/A N/A N/A N/A 1.385 billion 3.510 billion

INDIVIDUAL GRANTS
---------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#)(1) FISCAL YEAR ($/SHARE)(1) DATE
---------------------- -------------- ------------ ------------ ----------

Robert H. Bohannon.... 95,000 11.87% 29.50 5/10/09

Philip W. Milne....... 16,000 2.00% 29.50 5/10/09

Ronald G. Nelson...... 9,400 1.17% 29.50 5/10/09

Peter J. Novak........ 11,400 1.42% 29.50 5/10/09

Wayne A. Wight........ 8,800 1.10% 29.50 5/10/09

ALL STOCKHOLDERS'
STOCK PRICE APPRE-
CIATION............. N/A N/A N/A N/A
----------------------

(1) ¹ The option exercise price is the average of the high and low selling prices of our common stock on the New York Stock Exchange on May 10, 1999,February 17, 2000, the grant date. Fifty percent of options become exercisable one year after grant and the balance become exercisable two years after grant if annual management incentive plan goals are achieved, or after three years and four years, respectively, if annual management incentive plan goals are not achieved in a particular year. The options are subject to forfeiture and non-competition provisions. Each option contains the right to surrender the option for cash during certain tender offers. The exercise price may be paid by delivery of already owned shares, and tax withholding obligations resulting from the exercise may be paid by surrendering a portion of the shares being acquired, subject to certain conditions.

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIA-
NAME TION FOR OPTION TERM
---------------------- ---------------------------
5%($) 10%($)
------------ ------------

Robert H. Bohannon.... 1,762,488 4,466,473
Philip W. Milne....... 296,840 752,248
Ronald G. Nelson...... 174,394 441,946
Peter J. Novak........ 211,499 535,977
Wayne A. Wight........ 163,262 413,736
ALL STOCKHOLDERS'
STOCK PRICE APPRE-
CIATION............. 1.77 BILLION 4.50 BILLION
----------------------
(1) The option exerc
of our common st
grant date. Fift
grant and the ba
incentive plan g
respectively, if
particular year.
provisions. Each
during certain t
already owned sh
exercise may be
acquired, subjec

15
16

AGGREGATED STOCK OPTION EXERCISES AND VALUES

The following table lists the number of shares acquired and the value realized as a result of option exercises during 19992000 by the executive officers listed in the Summary Compensation Table. The amounts listed in the column relating to the value of unexercised options, unlike the amounts set forth in the column headed "Value Realized," have not been, and might never be, realized. The underlying options might not be exercised; and actual gains on exercise, if any, will depend on the value of our common stock on the dates of exercise. There can be no assurance that these values will be realized.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Name
Shares Acquired on Exercise (#) Value Realized ($) Number of Securities Underlying Unexercised Options at FY-End (#) Exercisable/Unexercisable Value of Unexercised In-the-Money Options at FY-End ($) Exercisable/Unexercisable¹
Robert H. Bohannon None None 353,970 167,500 1,887,256 None
Charles J. Corsentino None None 126,528 23,700 1,158,274 None
Paul B. Dykstra 1,500 19,705 30,496 21,150 145,912 None
Philip W. Milne 11,484 163,912 80,523 33,000 476,811 None
Paul B. Mullen None None 40,400 27,700 173,962 None

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON AT FY-END (#) AT FY-END ($)
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
-------------------------- ----------- ------------ ---------------------- ---------------------

Robert H. Bohannon........ None None 271,470 130,000 3,148,327 108,280
Philip W. Milne........... 2,800 56,395 76,757 23,250 980,388 22,429
Ronald G. Nelson.......... 9,000 167,490 146,265 16,450 2,154,231 21,811
Peter J. Novak............ 22,388 535,456 118,038 18,900 1,770,246 23,203
Wayne A. Wight............ 4,856 65,548 47,447 14,800 556,233 18,562
-------------------------

(1) ¹ The closing price of the Corporation's common stock on December 31, 1999,2000, was $27.875.$23.00. The information shown reflects options accumulated over periods of up to ten years.

16
17

LONG-TERM INCENTIVE PLAN GRANTS AND ESTIMATED PAYOUTS

The following table provides information on Performance Unit Incentive Plan grants and Performance-Based Stock Plan grants made in 19992000 to each of the executive officers named in the Summary Compensation Table.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts Under
Non-Stock Based Plans
Number of
Units or Shares
Name
Performance
Period
Until Payout Threshold
(Number of Units) Target
(Number of Units) Maximum
(Number of Units)
Performance Unit Incentive Plan¹
Robert H. Bohannon 35,000 3 years 8,750 35,000 70,000
Charles J. Corsentino² 4,500 3 years 1,125 4,500 9,000
Paul B. Dykstra 5,320 3 years 1,330 5,320 10,640
Philip W. Milne 6,340 3 years 1,585 6,340 12,680
Paul B. Mullen³ 4,710 3 years 1,178 4,710 9,420

Performance-Based Stock Plan⁴
Robert H. Bohannon 50,000 3 years N/A N/A N/A
Charles J. Corsentino² 4,800 3 years N/A N/A N/A
Paul B. Dykstra 5,800 3 years N/A N/A N/A
Philip W. Milne 8,500 3 years N/A N/A N/A
Paul B. Mullen³ 5,300 3 years N/A N/A N/A

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK BASED PLANS
------------------------------------
NUMBER OF PERFORMANCE THRESHOLD TARGET MAXIMUM
UNITS OR PERIOD (NUMBER OF (NUMBER OF (NUMBER OF
NAME SHARES UNTIL PAYOUT UNITS) UNITS) UNITS)
---------------------- --------- ------------ ---------- ---------- ----------

PERFORMANCE UNITS INCENTIVE PLAN(1)
Robert H. Bohannon.... 32,000 3 years 8,000 32,000 64,000
Philip W. Milne....... 5,220 3 years 1,305 5,220 10,440
Ronald G. Nelson...... 7,000 3 years 1,750 7,000 14,000
Peter J. Novak........ 5,640 3 years 1,410 5,640 11,280
Wayne A. Wight........ None N/A N/A N/A N/A

PERFORMANCE-BASED STOCK PLAN(2)
Robert H. Bohannon.... 45,000 3 years N/A N/A N/A
Philip W. Milne....... 6,500 3 years N/A N/A N/A
Ronald G. Nelson...... 5,900 3 years N/A N/A N/A
Peter J. Novak........ 6,300 3 years N/A N/A N/A
Wayne A. Wight........ None N/A N/A N/A N/A
----------------------

(1) ¹ The assumed value of the units awarded was $29.50,$24.4375, which was the average price of the Corporation's common stock on the date of grant. The value of the units for any payment of an award is based on the average daily price of the stock during a ten trading day period following public announcement of annual earnings after the performance period. Payouts of awards are dependent upon achievement of return on capital and income per share from continuing operations or netoperating income targets which are established at the beginning of the performance period.

(2)

²
Mr. Corsentino forfeited 64% of his Performance Unit Incentive Plan units and 3,330 Performance-Based Stock Plan shares upon retirement.

³
Mr. Mullen forfeited 67% of his Performance Unit Incentive Plan units and 3,680 Performance-Based Stock Plan shares upon resignation.

⁴
The stock is earned pro rata to the extent our total stockholder return performance targets are met or exceeded relative to the applicable indices existing at the time of each award. Dividends are paid on performance-based stock at the same rate as paid to all stockholders.

EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTS

EMPLOYMENT AGREEMENT Employment
Agreement Mr. Bohannon is employed pursuant to an employment agreement dated April 1, 1998, having an initial term of three years. The three-year term of his agreement is automatically renewed each year.

The agreement provides for a current annual salary of $850,000,$900,000, subject to adjustment by action of the Human Resources Committee and Board. The agreement also provides that Mr. Bohannon is entitled to participate in all incentive compensation and other fringe benefit programs offered to other executive officers. Payment of awards under the incentive compensation plans is subject to the sole discretion of the Human Resources Committee.

17
18

The agreement may be terminated by the Corporation for cause or at the discretion of the Board. Mr. Bohannon may also terminate the agreement upon at least 180 days' advance written notice. Severance obligations of the Corporation vary depending on the circumstances of termination. Mr. Bohannon has agreed not to compete with the Corporation for a three-year period following termination of his employment.

SEVERANCE

Severance
Agreements

The Corporation has entered into an executive severance
AGREEMENTS agreement with Mr. Bohannon. The agreement provides that if his employment terminates for any reason (other than because of death, disability, or normal retirement) within 18 months after a change in control of the Corporation, he will receive severance compensation. The maximum amount the agreement provides for consists of a lump sum payment of three times his highest yearly salary, incentive plan payments and fringe benefits. The agreement also provides a tax gross-up feature, so that he does not have to pay excise taxes imposed by the Internal Revenue Code on payments made pursuant to the agreement. Payments are reduced by other severance benefits paid by the Corporation, but would not be offset by any other amounts. For pension purposes, Mr. Bohannon will also be credited with additional years of service equal to the number of years needed to attain 20 years of service.

The Corporation has also entered into an executive severance agreement with the other currently employed executive officers named in the Summary Compensation Table. The agreements provide benefits similar to those in the agreement described above, except that if employment terminates involuntarily or they leave for a good reason (as defined in such agreements) they would receive three times their yearly salary, incentive payments and fringe benefits, and if employment terminates because they leave voluntarily during the 30-day period following the first anniversary of the change in control, they would receive two times such compensation.

PENSION PLANS

The following table shows estimated annual retirement benefits payable to covered participants for the years of service and compensation level indicated. It assumes retirement at age 65. The benefits are paid under the Viad CompaniesCorp Retirement Income Plan, and applicable schedules of the Supplemental Pension Plan, which prevents the loss ofand certain supplemental pension benefits otherwise payable except for the
limitations of Section 415plans sponsored by subsidiaries of the Internal Revenue Code.Corporation. The compensation covered by these plans is annual salary and annual bonus (one-half of annual bonus in the case of certain executive officers), as reported in the Summary Compensation Table. Actual benefits will be calculated on the basis of the average of a participant's last five years of covered compensation prior to retirement; however, in some cases the average of a participant's highest five years of annual bonus will be included in covered compensation.
19

PENSION PLAN TABLE^{1, 2}

10 Years 15 Years 20 Years 25 Years 30 Years
Remuneration
Years of Service³
$ 200,000 32,070 48,104 64,139 80,174 96,209
250,000 40,570 60,854 81,139 101,424 121,709
300,000 49,070 73,604 98,139 122,674 147,209
400,000 66,070 99,104 132,139 165,174 198,209
500,000 83,070 124,604 166,139 207,674 249,209
600,000 100,070 150,104 200,139 250,174 300,209
750,000 125,570 188,354 251,139 313,924 376,709
1,000,000 168,070 252,104 336,139 420,174 504,209
1,250,000 210,570 315,854 421,139 526,424 631,709
1,500,000 253,070 379,604 506,139 632,674 759,209
1,750,000 295,570 443,354 591,139 738,924 886,709
2,000,000 338,070 507,104 676,139 845,174 1,014,209
2,250,000 380,570 570,854 761,139 951,424 1,141,709
2,500,000 423,070 634,604 846,139 1,057,674 1,269,209
2,750,000 465,570 698,354 931,139 1,163,924 1,396,709

PENSION PLAN TABLE(1,2)

YEARS OF SERVICE(3)
-----------------------------------------------------------
REMUNERATION ¹ The Internal Revenue Code (Code) and the Employee Retirement Income Security Act (ERISA) limit the annual benefits which may be paid from a tax-qualified retirement plan. As permitted by the Code and ERISA, we have supplemental plans which authorize the payment of benefits calculated under provisions of the retirement plan which may be above the limits permitted under the Code and ERISA for those executives entitled to participate in the supplemental plans.
² Benefits are computed on a single-life annuity basis. The amounts shown are before any adjustment for joint and survivorship provisions, which would reduce, in some cases, the amounts shown in the table.

³
Messrs. Bohannon, Corsentino, Dykstra, Milne, and Mullen have 8 years, 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
----------------- -------- -------- -------- ---------- ----------

$ 125,000........ $ 19,432 $ 29,148 $ 38,864 $ 48,580 $ 58,295
150,000.......... 23,682 35,523 47,364 59,205 71,045
175,000.......... 27,932 41,898 55,864 69,830 83,795
200,000.......... 32,182 48,273 64,364 80,455 96,545
225,000.......... 36,432 54,648 72,864 91,080 109,295
250,000.......... 40,682 61,023 81,364 101,705 122,045
300,000.......... 49,182 73,773 98,364 122,955 147,545
400,000.......... 66,182 99,273 132,364 165,455 198,545
500,000.......... 83,182 124,773 166,364 207,955 249,545
600,000.......... 100,182 150,273 200,364 250,455 300,545
700,000.......... 117,182 175,773 234,364 292,955 351,545
800,000.......... 134,182 201,273 268,364 335,455 402,545
900,000.......... 151,182 226,773 302,364 377,955 453,545
1,000,000........ 168,182 252,273 336,364 420,455 504,545
1,100,000........ 185,182 277,773 370,364 462,955 555,545
1,200,000........ 202,182 303,273 404,364 505,455 606,545
1,300,000........ 219,182 328,773 438,364 547,955 657,545
1,400,000........ 236,182 354,273 472,364 590,455 708,545
1,500,000........ 253,182 379,773 506,364 632,955 759,545
1,600,000........ 270,182 405,273 540,364 675,455 810,545
1,700,000........ 287,182 430,773 574,364 717,955 861,545
1,800,000........ 304,182 456,273 608,364 760,455 912,545
1,900,000........ 321,182 481,773 642,364 802,955 963,545
2,000,000........ 338,182 507,273 676,364 845,455 1,014,545
2,100,000........ 355,182 532,773 710,364 887,955 1,065,545
2,200,000........ 372,182 558,273 744,364 930,455 1,116,545
2,300,000........ 389,182 583,773 778,364 972,955 1,167,545
2,400,000........ 406,182 609,273 812,364 1,015,455 1,218,545
2,500,000........ 423,182 634,773 846,364 1,057,955 1,269,545
years, 17 years, 10 years, and 24 years of credited service, respectively.

-----------------------------------------

(1) The Internal Revenue Code (Code) and the Employee
Retirement Income Security Act (ERISA) limit the annual
benefits which may be paid from a tax-qualified
retirement plan. As permitted by

the Code and ERISA, we have supplemental plans which
authorize the payment of benefits calculated under
provisions of the retirement plan which may be above
the limits permitted under the Code and ERISA for those
executives entitled to participate in the supplemental
plans.

(2) Benefits are computed on a single-life annuity basis.
Such benefits reflect a reduction to recognize some of
the Social Security benefits to be received by the
employee. The amounts shown are before any adjustment
for joint and survivorship provisions, which would
reduce, in some cases, the amounts shown in the table.

(3) Messrs. Bohannon, Milne, Nelson, Novak and Wight
currently have 7 years, 9 years, 30 years, 30 years,
and 30 years of credited service, respectively.

Mr. Bohannon will receive pension benefits equal to 30% of average covered compensation if he retires at age 58; 50% of average covered compensation if he retires at age 60; and 60% of average covered compensation if he retires at age 65, with retirement benefits to be calculated on a pro rata basis if he retires at age 59 or between the ages of 60 and 65. At March 15, 2000,2001, the estimated annual benefit payable to him upon his retirement at age 65 is $1,182,000.

LEGAL PROCEEDINGS

$1,192,000.

LEGAL PROCEEDINGS
On August 18, 2000, Key3Media Group, Inc. (Key3Media), a company spun off by Ziff-Davis Inc. (ZD), terminated a long-term agreement with GES Exposition Services, Inc. (GES) to produce tradeshows, including the annual Comdex/Fall show in Las Vegas. GES and Key3Media are currently in litigation. The Corporation believes that the contract was wrongfully terminated and claims significant damages, including recovery of receivables and prepayments made to ZD in an aggregate amount totaling approximately $35 million plus additional damages for loss of future profits. Management intends to vigorously enforce its rights under this agreement and believes that the ultimate outcome of the litigation is not likely to have a material effect on the Corporation's financial statements.
20

The Corporation and certain of its subsidiaries are plaintiffs or defendants to various other actions, proceedings and pending claims. Certain of these pending legal actions are or purport to be class actions. Some of the foregoing involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is possible that some of the legal actions, proceedings or claims could be decided against us.the Corporation. Although the amount of liability at December 31, 1999,2000, with respect to certain of these matters is not ascertainable, we believethe Corporation believes that any resulting liability, after taking into consideration amounts already provided for, will not have a material effect on ourthe Corporation's financial statements. Potential liability for previously reported
railroad-asbestos related claims has been resolved favorably
for the Corporation.

We are subject to various environmental laws and regulations of the United States as well as of the states and other countries in whose jurisdictions we have or had operations and are subject to certain international agreements. As is the case with many companies, we face exposure to actual or potential claims and lawsuits involving environmental matters. Although we are a party to certain environmental disputes, we believe that any liabilities resulting therefrom, after taking into consideration amounts already provided for, exclusive of any potential insurance recoveries, will not have a material effect on our financial statements.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The following directors served on the Human Resources Committee during all of 1999:2000: Mr. Hay, Chairman; Mmes. Hofer and Rice; and Mr.Messrs. Tolleson and Wallace. Mr. Tolleson was appointed to
the Committee in February, 1999. None of these directors is or has been an officer or employee of the Corporation or any of its subsidiaries or has had any other relationship with the Corporation or any of its subsidiaries requiring disclosure under the applicable rules of the Securities and Exchange Commission.

PRINCIPAL ACCOUNTING FIRM FEES

SELECTION OF INDEPENDENT AUDITORS

Audit Fees The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte") for professional services rendered for the audit of the Corporation's financial statements for the fiscal year ended December 31, 2000, and for review of the financial statements included in the Corporation's Quarterly Reports on Form 10-Q for the fiscal year were $1,025,000.

Financial
Information System
Design and
Implementation Fees

The aggregate fees billed by Deloitte for professional services rendered for information technology services relating to the financial information systems design and implementation for the fiscal year ended December 31, 2000, were $0.

All Other Fees

The aggregate fees billed by Deloitte for services rendered to the Corporation, other than the services described above under "Audit Fees" and "Financial Information System Design and Implementation Fees," for the fiscal year ended December 31, 2000, were $950,000, consisting of $488,000 in fees for separate audits of certain subsidiaries and employee benefit plans, due diligence pertaining to acquisitions and consultation on accounting standards or transactions; $386,000 in fees for tax consultation and compliance; and $76,000 in fees for all other services.
21

SELECTION OF INDEPENDENT AUDITORS
The following resolution concerning the appointment of independent auditors will be offered at the meeting:

RESOLVED, that the appointment of Deloitte & Touche LLP to audit the accounts of the Corporation and its subsidiaries for the fiscal year 20002001 is hereby ratified and approved.

Deloitte & Touche LLP has audited our accounts and those of our subsidiaries for many years. The Board appointed them as our independent auditors for 2000,2001, upon recommendation of our Audit Committee. We expect that a representative of Deloitte & Touche LLP will attend the meeting, respond to appropriate questions, and be afforded the opportunity to make a statement.

THE BOARD RECOMMENDS THAT YOU VOTE

The Board recommends that you vote "FOR" THE APPROVAL OF THE
APPOINTMENT OF DELOITTEthe approval of the appointment of Deloitte & TOUCHETouche LLP AS THE CORPORATION'S
INDEPENDENT AUDITORS FOR 2000.

VOTING PROCEDURES/REVOKING YOUR PROXY

as the Corporation's independent auditors for 2001.

VOTING PROCEDURES/REVOKING YOUR PROXY
Voting
Procedures Directors must receive a plurality of the shares present and
PROCEDURES voting in person or by proxy, in order to be elected. A plurality means receiving the largest number of votes, regardless of whether that is a majority. All matters other than the election of directors submitted to you at the meeting will be decided by a majority of the votes cast on the matter, except as otherwise provided by law or our Certificate of Incorporation or Bylaws. You may not cumulate votes.

Stockholders who fail to return a proxy or attend the meeting will not count towards determining any required plurality, majority or quorum. Stockholders and brokers returning proxies or attending the meeting who abstain from voting on a proposition will count towards determining a quorum, plurality or majority for that proposition.

If you are a participant in a 401(k) plan of the Corporation or one of its subsidiaries and/or the Viad Corp Employees' Stock Ownership Plan Trust (ESOP Plan), your proxy will serve as a voting instruction to the respective Trustee. In a 401(k) plan or in the ESOP Plan, if no voting instructions are received from a participant, the Trustees will vote those shares in accordance with the majority of shares voted in such Plans for which instructions were received or in the discretion of such Trustees as their fiduciary duty may require.

Your proxy will be voted in accordance with the instructions you place on the proxy card. Unless otherwise stated, all shares represented by your returned signed proxy will be voted as noted on the first page of this proxy statement.

PROXY REVOCATION

Proxy Revocation

Proxies may be revoked if you:

• Deliver a signed, written revocation letter, dated later than the proxy, to Scott E. Sayre, Vice President-General Counsel and Secretary, at our Phoenix address listed above.

• Deliver a signed proxy, dated later than the first one, to Norwest Bank Minnesota, N.A.;Viad Corp; c/o Shareowner Services; P.O. Box 64854;64873; St. Paul, Minnesota 55164-0854.

-55164-0873.
22

• Attend the meeting and vote in person orrather than by proxy. AttendingYour attendance at the meeting alone will not revoke your proxy.

SOLICITATION proxy unless you choose to vote in person.

Solicitation
of Proxies

Solicitation of proxies will be made primarily through the
OF PROXIES use of the mails, but regular employees of the Corporation may solicit proxies personally, by telephone or otherwise. The Corporation has retained NorwestWells Fargo Bank Minnesota, N.A. to assist it in connection with the solicitation at an estimated fee of $1,500, plus out-of-pocket expenses. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to beneficial owners of shares.

SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION

SUBMISSION OF STOCKHOLDER PROPOSALS
AND OTHER INFORMATION
From time to time stockholders present proposals which may be proper subjects for inclusion in the proxy statement and form of proxy for consideration at the Annual Meeting of Stockholders. To be considered in the proxy statement or at an annual or special meeting, proposals must be submitted on a timely basis, in addition to meeting other legal requirements. We must receive proposals for the 20012002 Annual Meeting of Stockholders no later than December 3, 2000,1, 2001, for possible inclusion in the proxy statement, or between January 98 and February 8, 2001,7, 2002, for possible consideration at the meeting, which is expected to be held on Tuesday, May 8, 2001.14, 2002. Proposals or related questions should be directed in writing to the undersigned.

OTHER BUSINESS

OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the meeting. If any other business should properly come before the meeting, the persons appointed in the enclosed proxy have discretionary authority to vote in accordance with their best judgment.

A COPY OF THE CORPORATION'S 1999 ANNUAL REPORT ON FORMcopy of the Corporation's 2000 Annual Report on Form 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
ENCLOSED HEREWITH. YOU MAY ALSO OBTAIN OUR OTHERfiled with the Securities and Exchange Commission is enclosed herewith. You may also obtain our other SEC FILINGS
AND CERTAIN OTHER INFORMATION CONCERNING THE CORPORATION
THROUGH THE INTERNET AT WWW.SEC.GOV AND WWW.VIAD.COM,
RESPECTIVELY.

filings and certain other information concerning the Corporation through the Internet atwww.sec.gov andwww.viad.com, respectively.

By Order of the Board of Directors

Scott E. Sayre
SECRETARY

PLEASE VOTE -- YOUR VOTE IS IMPORTANT

Vice President-General Counsel and Secretary

APPENDIX A
CHARTER OF
PLEASE VOTE — YOUR VOTE IS IMPORTANT
23
VIAD CORP
AUDIT COMMITTEE

The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the quality and integrity of the financial statements of the Corporation,
(2) the compliance by the Corporation with legal and regulatory requirements and
(3) the independence and performance of the Corporation's internal and external
auditors.

The members of the Audit Committee shall be appointed by the Board on the
recommendation of the Corporate Governance and Nominating Committee, and shall
meet the independence and experience requirements of the New York Stock
Exchange.

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the committee. The Audit Committee may request
any officer or employee of the Corporation or the Corporation's outside counsel
or independent auditor to attend a meeting of the committee or to meet with any
members of, or consultants to, the committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

2. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as
well as discuss the adequacy of internal controls that could significantly
affect the Corporation's financial statements.

3. Review an analysis prepared by management of significant financial
reporting issues and judgments made in connection with the preparation of
the Corporation's financial statements and the opinion of the independent
auditor with respect to their audit of the financial statements.

4. Review the Corporation's quarterly financial statements prior to the
release of quarterly earnings if advised by management or the independent
auditors that such review is desirable or necessary under the
circumstances. This review may be performed by the committee or its
chairperson.

5. Meet periodically with management to review the Corporation's major
financial risk exposures and the steps management has taken to monitor and
control such exposures.

6. Review major changes to the Corporation's accounting principles and
practices and to the internal auditor's standards, as suggested by the
internal auditors, management or independent auditor.

7. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.

8. Evaluate together with the Board the performance of the independent auditor
and, if so determined by the Audit Committee, recommend that the Board
replace the independent auditor.

9. Approve the fees to be paid to the independent auditor.

10. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the auditor.

11. Meet with the senior internal auditing executive to review the planned
audit activities and internal department organization.

A-1

12. Review the appointment and replacement of the senior internal auditing
executive.

13. Review significant reports to management prepared by the internal auditing
department and management's responses, as well as any problems or
difficulties the internal auditing department may have encountered.

14. Meet with the independent auditor prior to the audit to review the planning
of the audit.

15. Obtain from the independent auditor assurance that no response obligation
has arisen pursuant to Section 10A of the Private Securities Litigation
Reform Act of 1995 (relating to auditor disclosure of corporate fraud).

16. Review with management, including the Corporation's General Counsel and the
Corporation's senior internal auditing executive, and with the independent
auditor, the status of the Corporation's subsidiary/foreign affiliated
entities' conformity with applicable legal requirements and the
Corporation's Code of Conduct.

17. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.

18. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Corporation's annual proxy statement.

19. Advise the Board with respect to the Corporation's policies and procedures
regarding compliance with applicable laws and regulations and with the
Corporation's Code of Conduct.

20. Review with the Corporation's General Counsel legal matters that may have a
material impact on the financial statements, the Corporation's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.

21. Meet at least annually with the principal financial officer or principal
accounting officer, the senior internal auditing executive and the
independent auditor in separate executive sessions.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Corporation's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles. It
is the responsibility of management to prepare the financial statements and it
is the responsibility of the independent auditor to conduct audits and express
an opinion on the financial statements. Nor is it the duty of the Audit
Committee to conduct investigations, to resolve disagreements, if any, between
management and the independent auditor or to assure compliance with laws and
regulations and the Corporation's Code of Conduct.

A-2

VIAD CORP

ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 9, 2000
8, 2001
9:00 a.m. Mountain Standard Time
Camelback Inn -- Sunshine— Peace Pipe Room
5402 East Lincoln Drive
Scottsdale, Arizona

Logo VIAD CORP
PROXY
- --------------------------------------------------------------------------------

VIAD CORP PROXY
This proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting on May 9, 2000.

8, 2001.
The shares of stock you hold in your account will be voted as you specify.

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED
If no choice is specified, the proxy will be voted "FOR" PROPOSALSProposals 1 ANDand 2.
By signing the proxy, you revoke all prior proxies and appoint Robert H. Bohannon and Jess Hay, and each of them, as attorneys and proxies, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.

IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN YOUR PROXY AS SOON AS
POSSIBLE, WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING.

SEE REVERSE SIDE FOR VOTING INSTRUCTIONS.

-------------------------
COMPANY #

It is important that you vote, sign and return your proxy as soon as possible, whether or not you plan on attending the meeting.
See reverse for voting instructions.

Company #
Control #
/ / CONTROL #
-------------------------

THERE ARE TWO WAYS TO VOTE YOUR PROXY:

There are two ways to vote your Proxy
Your telephone vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE --— TOLL FREE --— 1-800-240-6326 --— QUICK *** EASY *** IMMEDIATE
- -
•
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.

- - week until 12 p.m. Eastern Time on Monday, May 7, 2001.

•
You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number which are located above.

- -

•
Follow the simple instructions the Voice provides you.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we've provided or return it to Viad Corp, c/o Shareowner Services-TM-Services^sm, P.O. Box 64873, St. Paul, MN 55164-0873.

IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD.

- PLEASE DETACH HERE -

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.

1. Election
If you vote by Phone, please do not mail your Proxy Card.
Please detach here
The Board of directors: 01 Robert H. Bohannon / /Directors Recommends a Vote FOR 02 Douglas L. Rock all nominees
03 John C. Tolleson (except as marked)

/ / Vote WITHHELD
from all nominees

(Instructions: To withhold authority to vote for any ----------------
indicated nominee, Write the number(s) of the nominee(s)
in the box provided to the right.) ----------------Proposals 1 and 2. Ratification of appointment of Deloitte & Touche LLP
as independent auditors for 2000.

/ / For / / Against / / Abstain

1. Election of directors: 01 Jess Hay
02 Linda Johnson Rice
03 Timothy R. Wallace / / Vote FOR
all nominees
(except as marked) / / Vote WITHHELD
from all nominees

(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)

2. Ratification of appointment of Deloitte & Touche LLP as independent auditors for 2001. / / For / / Against / / Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR EACH PROPOSAL.

Address Change? Mark Box / /
Indicate changes below: Date ________________________

-----------------------

-----------------------
Signature(s) in Box

Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc.,
should include title and authority.
Corporations should provide full
name of corporation and title of
authorized officer signing the proxy.
Address Change? Mark Box / / Date
Indicate changes below:

Signature(s) in Box

Please sign exactly as your name(s) appear on Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

QuickLinks
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
DIRECTORS CONTINUING IN OFFICE
BOARD INFORMATION
COMPENSATION OF DIRECTORS
MANAGEMENT STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AUDIT COMMITTEE REPORT
HUMAN RESOURCES COMMITTEE REPORT
STOCKHOLDER RETURN PERFORMANCE GRAPH
EXECUTIVE COMPENSATION AND OTHER INFORMATION
STOCK OPTION GRANTS
OPTION GRANTS IN LAST FISCAL YEAR
AGGREGATED STOCK OPTION EXERCISES AND VALUES
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
LONG-TERM INCENTIVE PLAN GRANTS AND ESTIMATED PAYOUTS
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTS
PENSION PLANS
LEGAL PROCEEDINGS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
PRINCIPAL ACCOUNTING FIRM FEES
SELECTION OF INDEPENDENT AUDITORS
VOTING PROCEDURES/REVOKING YOUR PROXY
SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION
OTHER BUSINESS
PLEASE VOTE — YOUR VOTE IS IMPORTANT

Proxies Solicited By		The Board of ~~Directors. FIRST MAILING DATE~~ Directors of Viad Corp.
First Mailing Date		We anticipate mailing the proxy statement on March ~~31, 2000. RECORD DATE~~ 30, 2001.
Record Date		March ~~10, 2000.~~9, 2001. On the record date, we had ~~94,063,572~~88,604,652 shares of our common stock outstanding. ~~VOTING~~
Voting		If you were a holder of common stock on the record date, you may vote at the meeting. Each share held by you is entitled to one vote. You can vote in person at the meeting, or by automated telephone voting or ~~you can vote~~ by proxy. ~~PROXIES~~
Proxies		We will vote signed returned proxies "FOR" the Board's director nominees and "FOR" ~~agenda item 2~~the appointment of Deloitte & Touche LLP as our independent auditors for 2001 unless you vote differently on the proxy card. The proxy holders will use their discretion on other matters. If a nominee cannot or will not serve as a director, proxy holders will vote for a person whom they believe will carry on our present policies. ~~REVOKING YOUR PROXY~~
Revoking Your Proxy		You may revoke your proxy before it is voted at the meeting. To revoke your proxy, follow the procedures listed on ~~page 21~~pages 22-23 under "Voting Procedures/Revoking Your Proxy." ~~YOUR COMMENTS~~
Your Comments		Your comments about any aspects of our business are welcome. Although we may not respond on an individual basis, your comments receive consideration and help us measure your satisfaction.

	The Board of Directors held four regular meetings ~~and three special meetings~~ during ~~1999.~~2000. Each director attended at least ~~75%~~85% of his or her Board and committee ~~meetings except for Mr. Rock who attended 74% of such~~ meetings. Mr. Rock was unable to attend certain meetings due to weather related travel delays and business obligations occurring on the date of scheduled meetings. BOARD COMMITTEES
Board Committees		Committees of the Board met periodically during the year, usually in conjunction with regular meetings of the Board. The Board has established the following standing committees to deal with particular areas of responsibility: ~~THE EXECUTIVE COMMITTEE~~
		The Executive Committee exercises all the powers of the Board when the Board is not in session, except as limited by law and by resolutions of the Board. The committee held 11eight meetings during ~~1999.~~2000. Current members: Mr. Reichert, Chairman; Ms. Hofer; and Messrs. Bohannon, Hay and Rock. ~~THE AUDIT COMMITTEE~~
		The Audit Committee recommends to the Board appointment of our independent auditors and assists the Board in monitoring the quality and integrity of the financial statements of the Corporation, the compliance by the Corporation with legal and regulatory requirements, and the independence and performance of the Corporation's internal and external ~~auditors, and during 1999, progress toward Year 2000 compliance.~~auditors. The committee met ~~three~~five times in ~~1999.~~2000. All members of this committee are nonemployee directors. Current members: Ms. Hofer, Chairman; Ms. Rice; and Messrs. Reichert, Rock and Tolleson. ~~THE HUMAN RESOURCES COMMITTEE~~

Retainers and Fees		Nonemployee directors receive an annual retainer of $30,000 and committee chairmen receive an additional annual retainer of $5,000. Nonemployee directors also receive a fee of $1,600 for each Board meeting attended and a fee of $1,500 for each committee meeting attended. Directors are reimbursed for all expenses related to their service as directors. ~~DEFERRED COMPENSATION~~
Deferred Compensation Plan		Nonemployee directors may defer all or part of their ~~PLAN~~ retainers and fees pursuant to the Directors' Deferred Compensation Plan. These amounts can be deferred in the form of stock units related to the price of the Corporation's common stock or in the form of cash. Deferred accounts are credited quarterly with dividend equivalents in the case of stock unit accounts and interest at a long-term medium-quality bond rate in the case of cash accounts. Deferred amounts are payable after a director ceases to be a Board member. ~~OPTION GRANTS~~
Option Grants		Nonemployee directors receive an initial grant of non-qualified options when they become directors and an additional grant each year of their term. Options to purchase ~~3,100~~3,700 shares were granted to each nonemployee director holding office on ~~May 10, 1999,~~February 17, 2000, at an exercise price of ~~$29.50,~~$24.4375, the average market price on the day of grant. ~~CHARITABLE AWARD PROGRAMS~~

The Committee		The Audit Committee of the Board is comprised solely of ~~COMMITTEE~~ independent directors and was appointed by the Board to assist the Board in monitoring (1) the quality and integrity of the financial statements of the Corporation, (2) the compliance by the Corporation with legal and regulatory requirements and (3) the independence and performance of the Corporation's internal and external auditors. ~~COMMITTEE~~
Committee Meetings and Responsibilities		The committee met ~~three~~five times in ~~1999.~~2000. Committee members are ~~MEETINGS AND~~ also available to consult with management and with the ~~RESPONSIBILITIES~~ Corporation's independent auditors throughout the year. The committee regularly meets in general and private sessions with management of the Corporation and with the Corporation's internal and outside independent auditors. The committee receives and discusses their reports and encourages open and detailed discussion of all matters related to responsibilities of the committee. The responsibilities of the committee are set forth in its charter, a copy of which is attached to this Proxy Statement as Appendix A. FINANCIAL
Financial Statements Recommendation		The committee ~~has~~ recommended that the audited financial ~~STATEMENTS~~ statements of the Corporation for ~~1999~~2000 be included in the ~~RECOMMENDATION~~ Corporation's Annual Report on Form 10-K ~~to be~~ filed with the Securities and Exchange ~~Commission.~~Commission on February 16, 2001. A copy of that report ~~was~~is included inwith your proxy materials. In connection with its recommendation, the committee did the following: -
		• Reviewed and discussed the audited financial statements of the Corporation with ~~management -~~management.
		• Discussed with the independent auditors of the Corporation matters required to be discussed by generally accepted auditing standards, including standards set forth in Statement on Auditing Standards No. 61. That statement requires that the independent auditor communicate to the committee matters related to the conduct of the audit such as the quality of earnings; estimates, reserves and accruals; suitability of accounting principles; highly judgmental areas; and audit adjustments whether or not ~~recorded -~~recorded.
		• Received written disclosures from the independent auditors regarding their independence as required by Independence Standards Board Standard No. 1, and discussed with the auditors the auditors' ~~independence~~ independence.

The Committee		The Human Resources Committee of the Board is comprised ~~COMMITTEE~~ solely of independent directors. The committee oversees development and implementation of an executive compensation strategy designed to enhance profitability and stockholder value. Advice and assistance from independent compensation consultants is obtained periodically in connection with various matters. ~~OVERALL~~
Overall Objectives		Our compensation program is designed to closely align the ~~OBJECTIVES~~ financial interests of our executives and key employees with the financial interests of our stockholders. Specific objectives are to: -
		• Maximize stockholder value -
		• Provide a competitive compensation package -
		• Attract and retain the best executive talent -
		• Motivate executives and key employees to achieve our key business goals -
		• Put a significant amount of pay at risk in keeping with our pay-for-performance objective -
		• Encourage "at risk" investment in the Corporation through ownership of common stock or stock units of the Corporation -
		• Balance short-term and long-term strategic goals

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Annual Meeting	Tuesday, May ~~9, 2000 Camelback Inn~~ 8, 2001 9:00 a.m., Mountain Standard Time ~~Sunshine~~		Camelback Inn Peace Pipe Room 5402 East Lincoln Drive Scottsdale, Arizona ~~AGENDA~~
Agenda	1.	Elect three directors.
	2.	Ratify and approve the appointment of Deloitte & Touche LLP as our independent auditors for ~~2000.~~ 2001.
	3.	Any other proper business. ~~PROXIES SOLICITED BY~~

For Terms Expiring at the 2004 Annual Meeting	Jess Hay	Chairman, Texas Foundation for Higher Education, and Chairman of HCB Enterprises Inc, a private investment firm. Retired Chairman and Chief Executive Officer of Lomas Financial Group. Also a director of Exxon Mobil Corporation, SBC Communications, Inc. and Trinity Industries, Inc. Age 70. Director since 1981.
	Linda Johnson Rice	President and Chief Operating Officer and a director of Johnson Publishing Company, Inc., publisher ofEbony andJet magazines. Also a director of Bausch & Lomb Inc., Kimberly-Clark Corporation, Omnicom Group Inc. and Quaker Oats Company. Age 43. Director since 1992.
	Timothy R. Wallace	Chairman, President and Chief Executive Officer and a director of Trinity Industries, Inc., a diversified manufacturer of railcars, barges, highway safety products and various other industrial equipment. Age 47. Director since 1996.
	The Board of Directors recommends that you vote "FOR" these nominees.

Charitable Award Programs		All directors participate in the Directors' Charitable Award Program. The program, a part of our overall support for charities, provides for contributions by the Corporation on behalf of each participating director of $100,000 per year to one or more charitable organizations designated by the director. The contributions will be made over a period of ten years following the director's death. The program is being funded through the purchase of insurance on the life of each director, with the Corporation as beneficiary.
		Nonemployee directors also may participate in the Directors' Charitable Matching Program. The program provides for corporate matching of charitable contributions made by nonemployee directors, on a dollar-for-dollar basis, up to an aggregate maximum of $5,000 per year. ~~OTHER BENEFITS~~
Other Benefits		We provide nonemployee directors with accidental death and dismemberment insurance benefits of $300,000 and travel accident insurance benefits of $250,000 when they are traveling on corporate business.

Ownership Guidelines		We believe it is important to align the financial interests of our directors and officers with those of our stockholders. Guidelines have been adopted which specify the minimum amount of stock that directors and officers are expected to own on a direct basis, meaning stock or stock units which are subject to market risk, not simply held under option. Stock units are subject to market risk in the same manner as common stock because they have a value equal to the market price of our common stock.
		The guidelines call for each officer to own stock or stock units which have a value within a range of one and one-half to five times that individual's annual salary, depending on salary level. The guidelines also call for each nonemployee director to own stock or stock units which have a value equal to five times the annual retainer payable to a director. Most of our directors ~~and officers~~ have reached and in many cases have substantially exceeded their goals. Officers that have not met their goals ~~and the remainder~~ are continuing to invest toward achieving their goals.
		The first table below provides information concerning the beneficial ownership of our common stock by directors and executive officers of Viad, individually and as a group. The second table provides more detailed information concerning director ownership of Viad common stock, options and stock units. Information in the ownership tables is as of March 15, ~~2000.~~ 2001.

Name	Amount and Nature of Beneficial Ownership¹	Percent of Class
Gordon W. Anderson	124,867	*
Robert H. Bohannon	651,711	*
Charles J. Corsentino (retired 1-4-2001)	59,003	*
Paul B. Dykstra	56,059	*
Kimbra A. Fracalossi	24,920	*
Jess Hay	47,366	*
Judith K. Hofer	83,793	*
Philip W. Milne	162,576	*
Paul B. Mullen (resigned 12-31-2000)	79,705	*
Suzanne Pearl	20,026	*
Jack F. Reichert	80,265	*
Linda Johnson Rice	80,643	*
Douglas L. Rock	26,450	*
Scott E. Sayre	56,375	*
Catherine L. Stevenson	28,251	*
John C. Tolleson	68,550	*
Timothy R. Wallace	26,450	*
Wayne A. Wight	89,305	*
All Directors and Executive Officers as a Group (18 persons)	1,766,315	2.0	%


		* Charles J. Corsentino.................. 179,153 * Paul B. Dykstra........................ 48,995 * Kimbra A. Fracalossi................... 12,037 * Jess Hay............................... 43,966 * Judith K. Hofer........................ 80,393 * Philip W. Milne........................ 141,321 * Paul B. Mullen......................... 74,197 * Ronald G. Nelson....................... 237,131 * Peter J. Novak......................... 217,311 * Jack F. Reichert....................... 81,544 * Linda Johnson Rice..................... 77,243 * Douglas L. Rock........................ 23,050 * Scott E. Sayre......................... 52,342 * Catherine L. Stevenson................. 27,105 * John C. Tolleson....................... 65,150 * Timothy R. Wallace..................... 23,050 * Wayne A. Wight......................... 95,235 * All Directors	Less than one percent.
		¹	Includes 174,561 shares of performance-based stock, which will not be earned unless performance targets are met, 98,800 shares of performance-driven restricted stock which will vest within five years, subject to accelerated vesting if specified performance goals are met or exceeded, 13,300 shares of restricted stock which will vest within five years, and ~~Executive Officers~~1,081,428 shares of common stock subject to stock options which were exercisable as of March 15, 2001, or within 60 days thereafter, by the directors and executive officers listed above.

Name	Year First Elected	Beneficial Ownership¹	Unexercisable Options	Stock Units²	Total

Robert H. Bohannon	1996	651,711	317,500	52,963	1,022,174
Jess Hay	1981	47,366	6,850	56,273	110,489
Judith K. Hofer	1984	83,793	6,850	54,725	145,368
Jack F. Reichert	1984	80,265	6,850	62,932	150,047
Linda Johnson Rice	1992	80,643	6,850	9,285	96,778
Douglas L. Rock	1996	26,450	6,850	9,538	42,838
John C. Tolleson	1997	68,550	6,850	1,429	76,829
Timothy R. Wallace	1996	26,450	6,850	6,079	39,379
Totals		1,065,228	365,450	253,224	1,683,902


		¹	Beneficial ownership includes common stock owned plus common stock that a ~~Group (18 persons)................... 2,053,572 2.2%~~ director can acquire at March 15, 2001, or within 60 calendar days thereafter, through the exercise of stock options. Ownership of common stock, excluding exercisable options, is as follows: Mr. Bohannon, 297,741 (including 125,000 shares of performance-based stock which will not be earned unless performance targets are met, 50,000 shares of performance-driven restricted stock which will vest within five years, subject to accelerated vesting if specified performance goals are met or exceeded, and 13,300 shares of restricted stock which will vest within five years); Mr. Hay, 10,000; Ms. Hofer, 26,477; Mr. Reichert, 1,000; Ms. Rice, 3,000; Mr. Rock, none; Mr. Tolleson, 50,000; and Mr. Wallace, none.
		²	In the case of Mr. Bohannon, represents stock units held under the Deferred Compensation Plan for executives and in the case of all other directors, represents stock units held under the Deferred Compensation Plan for directors. Stock units are subject to market risk in the same manner as common stock because they have a value equal to the market price of our common stock.

Certain Beneficial Owners		Name and Address		Amount and Nature of Beneficial Ownership		Percent of Class
		FMR Corp. 82 Devonshire Street Boston, Massachusetts 02109		7,669,387 ¹		8.314	%
		Franklin Resources, Inc. 777 Mariners Island Boulevard P. O. Box 7777 San Mateo, California 94403-7777		4,890,800 ²		5.3	%


		¹	The ownership information set forth herein is based on material contained in a Schedule 13G, dated February 14, 2001, filed with the SEC. FMR Corp. ~~82 Devonshire Street Boston, Massachusetts 02109 13,792,980(1) 14.66%~~ has sole voting power for 3,000 shares and sole dispositive power for all shares owned.
		²	The ownership information set forth herein is based on material contained in a Schedule 13G, dated February 7, 2001, filed with the SEC. Franklin Resources, Inc. has sole voting power and sole dispositive power for all shares owned.

		A report of the Corporation's management concerning management responsibility for financial reporting, and the report and opinion of Deloitte & Touche LLP, the Corporation's independent auditors, are included in the Corporation's Annual Report on Form 10-K and should be read in conjunction with the audited financial statements of the Corporation.
Non-Audit Services		The committee has considered whether the provision of non-audit services by Deloitte & Touche LLP is compatible with maintaining auditor independence.

Managing Compensation		We conduct an in-depth review of the Corporation's executive ~~COMPENSATION~~ compensation program each year. Our review is based in part on a comprehensive study by a nationally recognized independent consulting firm. Their study helps us to assess the effectiveness of our compensation program and also provides a comparison relative to compensation practices and costs typical among a group of companies in comparable industries among which the Corporation competes for executive talent.

Performance- Based Stock		Certain executive officers, including ~~certain of~~ the ~~BASED STOCK~~ executive officers named in the Summary Compensation Table, were also awarded performance-based stock in ~~1999.~~2000. Performance-based stock awards are designed to focus management's attention on value creation as measured by returns to our ~~stockholders;~~stockholders, to retain the management ~~team;~~team, and to build stock ownership by executive officers. Performance periods are generally three years in length. The stock will be earned only if performance targets, relative to the applicable stock and industry indices, are met or exceeded. ~~OWNERSHIP~~
Ownership Guidelines		Stock ownership guidelines have been adopted which call for ~~GUIDELINES~~ executives to own a minimum amount of stock on a direct basis, meaning stock or stock units of the Corporation which are at risk in the market and not simply held under option. The minimum required amount is based on multiples of salary ranging from one and one-half to five times an individual's annual salary, depending on salary level.
CEO Compensation		Mr. Bohannon's total compensation reflects the Corporation's ~~COMPENSATION outstanding~~ performance in ~~1999,~~2000, and also onthe levels of achievement of ~~net~~revenue, income per share, return on capital and other performance measurements set forth in incentive plans of the Corporation. It also reflects the committee's assessment of his individual performance, compensation levels at comparator companies, and our belief that retention of his services is of vital importance to the Corporation and its stockholders.
		Mr. Bohannon received a base salary of ~~$825,000~~$850,000 in 1999, and an annual incentive bonus of $1,400,000, a portion of which ($200,000) was deferred and invested in a cash account under the Deferred Compensation Plan for executives. His annual bonus was based on achievement of income per share, return on capital, and other performance goals. 2000.
		Mr. Bohannon ~~also~~ earned a performance unit incentive bonus of ~~$1,500,000~~$1,000,000 for the ~~1997-1999~~1998-2000 performance period. The bonus was based on achievement of return on capital and income per share goals for the three-year period ending December 31, ~~1999.~~2000. In ~~1999,~~2000, he also received options to purchase ~~95,000~~120,000 shares of common stock with an exercise price of ~~$29.50~~$24.4375 per share, and a grant of performance-based stock in the amount of ~~45,000~~50,000 shares which will be earned based on the extent to which total stockholder return targets are met relative to applicable indices over a three-year performance period.
		Although the Corporation's internal targets were not achieved in 2000 and therefore no bonuses were earned under the corporate annual incentive plan, the Corporation's operations did produce outstanding results. Earnings per share before nonrecurring income for the year increased to $1.57, up 24.6 percent from $1.26 per share in fiscal 1999. In recognition of this and other outstanding performance, Mr. Bohannon received a cash award of $255,000 and an award of 13,300 shares of restricted stock in February 2001.
		Approximately ~~81%~~85% of Mr. Bohannon's total compensation in ~~1999~~2000 consisted of annual and long-term incentive compensation which was at risk because it was tied to achievement of challenging performance goals and to the price of our
stock. ~~EMPLOYMENT~~

Limit on Deductibility of Certain Compensation		Section 162(m) of the Internal Revenue Code disallows a ~~DEDUCTIBILITY OF~~ corporate income tax deduction on compensation paid to an ~~CERTAIN~~ executive officer named in the Summary Compensation Table ~~COMPENSATION~~ that exceeds one million dollars during the tax year, subject to certain permitted exceptions. To the extent compensation is based upon attaining performance goals set by the committee, the compensation is not included in computation of the limit. The committee intends, to the extent possible and where it believes it is in the best interest of the Corporation and its stockholders, to qualify such compensation as tax deductible. However, it does not intend to permit the provisions of Section 162(m) to erode the effectiveness of the Corporation's overall system of compensation policies and practices. The Board submitted performance goals and certain other terms under the Viad Corp Omnibus Incentive Plan for approval at the 1997 Annual Meeting of Stockholders, as required to allow certain of the compensation payable under such plan to be eligible for deduction. ~~CONCLUSION~~
Conclusion		We believe that our executive compensation program ~~has successfully focused~~focuses the Corporation's senior management on building profitability and stockholder value. Base salaries and incentive grants are competitive with those offered at comparator companies, and a significant portion of executive compensation is linked directly to individual and corporate performance and to our stock price performance.
		In ~~1999,~~2000, as in previous years, the overwhelming majority of the Corporation's executive compensation was at risk and dependent on performance. We will continue to link executive compensation to corporate performance and enhancement of stockholder value.

	1995	1996	1997	1998	1999	2000
Viad Corp	100.0	109.7	131.6	209.5	194.5	162.9
S&P Midcap 400	100.0	119.2	157.6	187.6	215.2	252.7
Commercial & Consumer Services Index	100.0	120.9	158.6	211.6	150.8	200.9


	¹Assumes $100 $100 $100 Dec95 $143 $131 $119 Dec96 $157 $156 $144 Dec97 $188 $206 $189 Dec98 $299 $246 $252 Dec99 $278 $282 $180