FORM 5 U.S. SECURITIES AND EXCHANGE COMMISSION STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ( ) Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instructions 1(b). 1. Name and Address of Reporting 2. Issuer Name and 3. IRS or Social 4. Statement 5. If Amendment, Person Ticker or Trading Security for Date of Symbol Number of Month/Year Original Reporting Person (Month/Year) (Voluntary) Fracalossi, Kimbra A. Viad Corp 12-2002 Exhibitgroup/Giltspur Division VVI 200 North Gary Avenue Roselle, Illinois 60172 6. Relationship of Reporting Person to Issuer (Check all applicable) _Director _10% Owner _Officer (give title below) _Other (specify below) X Chief Executive Offi cer 7. Individual or Joint/Group Reporting [X] Form Filed by One Reporting Person [ ] Form Filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially owned 1. Title of 2. Trans- 3. Trans- 4. Securities aquired (A) 5. Amount of 6. Owner- 7. Nature of Indirect Security action action or Disposed of (D) Securities Ship Beneficial Ownership (Instr. 3) Date Code (Instr. 3, 4 and 5) Beneficially Form: (Instr. 4) (Instr. Owned at Direct (Month/ 8) (A) End of Month (D) or Day/ or (Instr. 3 Indirect Year) Code V Amount (D) Price and 4) (I) Table II - Derivative Securities Acquired, Disposed of, or Beneficially owned (e.g., puts, calls, warrants, options, convertable securities) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Title of Con- Trans- Trans- Number of Date exer- Title and Amount Price Number Owner- Nature Derivative version action action Derivative cisable and of Underlying of of Ship of Security or Date Code Securities Expiration Securities Deriv- Deriv- Form Indirect (Instr. 3) Exercise (Instr. Acquired (A) Date (Instr. 3 and 4) ative ative of Bene- Price of 8) or Disposed (Month/ Secu- Secu- Deriv- ficial Deriv- of (D) Day/Year) rity rities ative Owner- ative (Instr. 3, (Instr. Bene- Secu- ship Security 4 and 5) 5) fically rity: (Instr. Owned Direct 4) at end (D) or ( Amount of Indi- Month/ C Date Expi- or Month rect Day/ O Exer- ra- Number (Instr. (I) Year D cis- tion of 4) (Instr. ) E V (A) (D) able Date Title Shares 4) Explanation of responses: Signature of Reporting Person: /s/Carol Kotek, Attorney-in-Fact -------------------------------------------------- Carol Kotek, Attorney-in-Fact