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                                                                   EXHIBIT 10.D2

                                    VIAD CORP
                           1997 OMNIBUS INCENTIVE PLAN
                  PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT
                           AS AMENDED AUGUST 13, 2004

      Shares of Performance-Based Restricted Stock are hereby awarded by Viad
Corp (Corporation), a Delaware corporation, effective ____________, to _________
(Employee) in accordance with the following restrictions, terms and conditions:

      1. SHARE AWARD. The Corporation hereby awards the Employee _____ Shares
(Shares) of Common Stock, par value $1.50 per share (Common Stock) of the
Corporation pursuant to the Viad Corp 1997 Omnibus Incentive Plan (Plan), and
upon the terms and conditions, and subject to the restrictions therein and
hereinafter set forth.

      2. RESTRICTIONS ON TRANSFER AND RESTRICTION PERIOD. During the period
commencing on the date hereof (Commencement Date) and terminating as set forth
below (Restriction Period), the Shares may not be sold, assigned, transferred,
pledged, or otherwise encumbered by the Employee, except as hereinafter
provided. The Restriction Period shall lapse as follows:

            a)    One third of Earned Shares, effective as of January 1 of the
                  first year following the year of grant, subject to final
                  determination of achievement of Management Incentive Plan
                  (MIP) performance targets;

            b)    One third of Earned Shares on January 1 of the second year
                  following the year of grant; and

            c)    The remaining one third of Earned Shares on January 1 of the
                  third year following the year of grant.

Shares will be earned, subject to forfeiture pursuant to paragraph 3, based upon
the level of achievement of MIP performance targets in the year of grant (Earned
Shares). No Shares will be earned if overall achievement of MIP performance
targets is below 80% of target, and 25% of Shares will be earned if overall
achievement of MIP performance targets is at 80% of target, with Shares above
that level earned ratably at the same percentage as MIP awards, up to but not
exceeding 100% of target achievement.

Full ownership of Earned Shares will enure to the benefit of the Employee at the
expiration of the Restriction Period with respect thereto, subject to forfeiture
pursuant to paragraph 3. The Board of Directors (Board) shall have the
authority, in its discretion, to accelerate the time at which any or all of the
restrictions shall lapse with respect to any Earned Shares, prior to the
expiration of the Restriction Period with respect thereto, or to remove any or
all of such restrictions, whenever the Board may determine that such action is
appropriate by reason of change in applicable tax or other law, or any other
change in circumstances.

      3. FORFEITURE AND REPAYMENT PROVISIONS.

            (a) TERMINATION OF EMPLOYMENT. Except as provided in this paragraph
3(a) and in paragraph 8 below, if the Employee ceases to be an Employee of the
Corporation or any of its Affiliates (as defined in the Plan) for any reason,
all Shares or Earned Shares which at the time of such termination of employment
are subject to the restrictions imposed by paragraph 2 above shall upon such
termination of employment be forfeited and returned to the Corporation.

            Except as otherwise specifically determined by the Human Resources
Committee in its absolute discretion on a case by case basis, if the Employee is
terminated by the Corporation or any of its Affiliates for any reason, (other
than for Cause, as defined in the Plan, or for failure to meet performance
expectations, as determined by the Chief Executive Officer of the Corporation),
or if the Employee ceases to be an employee of the Corporation or any of its
Affiliates by reason of death or total or partial disability, full ownership of
the Earned Shares will occur, upon lapse of the applicable Restriction Periods
as set forth in paragraph 2.

            If the Employee ceases to be an employee of the Corporation or any
of its Affiliates by reason of normal or early retirement, full ownership of the
Earned Shares will occur upon lapse of the applicable Restriction Periods as set
forth in paragraph 2 and dividends will be paid through such period, in each
case on a pro rata basis, calculated based on the percentage of time Employee
was employed during the year in which the award was granted.

                                                                         (PBRS)1
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            (b) NON-COMPETE. Unless a Change of Control (as defined in the Plan)
shall have occurred after the date hereof:

                  (i) In order to better protect the goodwill of the Corporation
and its Affiliates and to prevent the disclosure of the Corporation's or its
Affiliates' trade secrets and confidential information and thereby help insure
the long-term success of the business, Employee, without prior written consent
of the Corporation, will not engage in any activity or provide any services,
whether as a director, manager, supervisor, employee, adviser, agent,
consultant, owner of more than five (5) percent of any enterprise or otherwise,
for a period of two (2) years following the date of Employee's termination of
employment with the Corporation or any of its Affiliates, in connection with the
manufacture, development, advertising, promotion, design, or sale of any service
or product which is the same as or similar to or competitive with any services
or products of the Corporation or its Affiliates (including both existing
services or products as well as services or products known to the Employee, as a
consequence of Employee's employment with the Corporation or one of its
Affiliates, to be in development):

                        (1) with respect to which Employee's work has been
directly concerned at any time during the two (2) years preceding termination of
employment with the Corporation or one of its Affiliates, or

                        (2) with respect to which during that period of time
Employee, as a consequence of Employee's job performance and duties, acquired
knowledge of trade secrets or other confidential information of the Corporation
or its Affiliates.

                  (ii) For purposes of the provisions of paragraph 3(b), it
shall be conclusively presumed that Employee has knowledge of information he or
she was directly exposed to through actual receipt or review of memos or
documents containing such information, or through actual attendance at meetings
at which such information was discussed or disclosed.

                  (iii) All Shares subject to the restrictions imposed by
paragraph 2 above shall be forfeited and returned to the Corporation, if
Employee engages in any conduct agreed to be avoided pursuant to the provisions
of paragraph 3(b) at any time within two (2) years following the date of
Employee's termination of employment with the Corporation or any of its
Affiliates.

                  (iv) If, at any time within two (2) years following the date
of Employee's termination of employment with the Corporation or any of its
Affiliates, Employee engages in any conduct agreed to be avoided pursuant to the
provisions of paragraph 3(b), then all consideration (without regard to tax
effects) received directly or indirectly by Employee from the sale or other
disposition of all Earned Shares earned within two (2) years prior to
termination of employment shall be paid by Employee to the Corporation, or such
Earned Shares shall be returned to the Corporation. Employee consents to the
deduction from any amounts the Corporation or any of its Affiliates owes to
Employee to the extent of the amounts Employee owes the Corporation hereunder.

            (c) MISCONDUCT. Unless a Change of Control shall have occurred after
the date hereof:

                  (i) All consideration (without regard to tax effects) received
directly or indirectly by Employee from the sale or other disposition of the
Earned Shares shall be paid by Employee to the Corporation, or such Earned
Shares shall be returned to the Corporation, if the Corporation reasonably
determines that during Employee's employment with the Corporation or any of its
Affiliates:

                        (1) Employee knowingly participated in misconduct that
causes a misstatement of the financial statements of Viad or any of its
Affiliates or misconduct which represents a material violation of any code of
ethics of the Corporation applicable to Employee or of the Always Honest
compliance program or similar program of the Corporation; or

                        (2) Employee was aware of and failed to report, as
required by any code of ethics of the Corporation applicable to Employee or by
the Always Honest compliance program or similar program of the Corporation,
misconduct that causes a misstatement of the financial statements of Viad or any
of its Affiliates or misconduct which represents a material knowing violation of
any code of ethics of the Corporation applicable to Employee or of the Always
Honest compliance program or similar program of the Corporation.

                  (ii) Employee consents to the deduction from any amounts the
Corporation or any of its Affiliates owes to Employee to the extent of the
amounts Employee owes the Corporation hereunder.

                                                                         (PBRS)2
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            (d) ACTS CONTRARY TO CORPORATION. Unless a Change of Control shall
have occurred after the date hereof, if the Corporation reasonably determines
that at any time within two (2) years after the lapse of the last Restriction
Period Employee has acted significantly contrary to the best interests of the
Corporation, including, but not limited to, any direct or indirect intentional
disparagement of the Corporation, then all consideration (without regard to tax
effects) received directly or indirectly by Employee from the sale or other
disposition of all Earned Shares earned during the two (2) year period prior to
the Corporation's determination shall be paid by Employee to the Corporation, or
such Earned Shares shall be returned to the Corporation. Employee consents to
the deduction from any amounts the Corporation or any of its Affiliates owes to
Employee to the extent of the amounts Employee owes the Corporation hereunder.

            (e) The Corporation's reasonable determination required under
Sections 3(c)(i) and 3(d) shall be made by the Human Resources Committee of the
Corporation's Board of Directors, in the case of executive officers of the
Corporation, and by the Chief Executive Officer and Corporate Compliance Officer
of the Corporation, in the case of all other officers and employees.

      4. CERTIFICATES FOR THE SHARES. The Corporation shall issue a certificate
in respect of the aggregate number of Shares in the name of the Employee, which
shall equal the amount of the award specified herein. The Corporation shall hold
all certificates on deposit for the account of the Employee until expiration of
the first restriction period set forth in paragraph 2 above, as applicable, with
respect to the Shares granted, at which time new certificates shall be issued
which shall be commensurate with the installment periods set forth in paragraph
2 above. Each certificate for restricted Shares shall bear the following legend:

                        The transferability of this certificate and the Shares
                        of stock represented hereby are subject to the terms and
                        conditions (including forfeiture) contained in the Viad
                        Corp 1997 Omnibus Incentive Plan and an Agreement
                        entered into between the registered owner and Viad Corp.
                        Copies of such Plan and Agreement are on file with the
                        Vice President-General Counsel of Viad Corp, Viad Tower,
                        Phoenix, Arizona 85004-4545.

      The Employee further agrees that simultaneously with his or her acceptance
of this Agreement, he or she shall from time to time execute a stock power
covering such award endorsed in blank and that he or she shall promptly deliver
such stock power to the Corporation.

      5. EMPLOYEE'S RIGHTS. Except as otherwise provided herein, the Employee,
as owner of the Shares, shall have all rights of a shareholder, including, but
not limited to, the right to receive all dividends paid on the Shares and the
right to vote the Shares.

      6. EXPIRATION OF RESTRICTION PERIOD. Upon the lapse or expiration of the
Restriction Period with respect to any Earned Shares, the Corporation shall
deliver or redeliver to the Employee the certificate in respect of such Shares
and the related stock power held by the Corporation pursuant to paragraph 4
above. The Earned Shares as to which the Restriction Period shall have lapsed or
expired and which are represented by such certificate shall be free of the
restrictions referred to in paragraph 2 above and such certificate shall not
bear thereafter the legend provided for in paragraph 4 above.

      To the extent permissible under applicable tax, securities, and other
laws, the Corporation will permit Employee to satisfy a tax withholding
requirement by directing the Corporation to apply Shares to which Employee is
entitled as a result of termination of the Restricted Period with respect to any
Shares of Restricted Stock, in such manner as the Corporation shall choose in
its discretion to satisfy such requirement.

      7. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF CORPORATION. In the event
of a change in the Common Stock through stock dividends, stock splits,
recapitalization or other changes in the corporate structure of the Corporation
during the Restriction Period, the number of Shares of Common Stock subject to
restrictions as set forth herein shall be appropriately adjusted and the
determination of the Board of Directors of the Corporation as to any such
adjustments shall be final, conclusive and binding upon the Employee. Any Shares
of Common Stock or other securities received, as a result of the foregoing, by
the Employee with respect to Shares subject to the restrictions contained in
paragraph 2 above also shall be subject to such restrictions and the
certificate(s) or other instruments representing or evidencing such Shares or
securities shall be legended and deposited with the Corporation, along with an
executed stock power, in the manner provided in paragraph 4 above.

                                                                         (PBRS)3
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      8. EFFECT OF CHANGE IN CONTROL. In the event of a Change in Control (as
defined in the Plan), the restrictions applicable to any Shares awarded hereby
shall lapse, and such Shares shall be free of all restrictions and become fully
vested and transferable to the full extent of the original grant.

      9. PLAN AND PLAN INTERPRETATIONS AS CONTROLLING. The Shares hereby awarded
and the terms and conditions herein set forth are subject in all respects to the
terms and conditions of the Plan, which are controlling. The Plan provides that
the Corporation's Board of Directors may from time to time make changes therein,
interpret it and establish regulations for the administration thereof. The
Employee, by acceptance of this Agreement, agrees to be bound by said Plan and
such Board actions.

Shares may not be issued hereunder, or redelivered, whenever such issuance or
redelivery would be contrary to law or the regulations of any governmental
authority having jurisdiction.

IN WITNESS WHEREOF, the parties have caused this Performance-Based Restricted
Stock Agreement to be duly executed.

Dated: March 30, 2004                 VIAD CORP

                                      By:___________________________________
                                         ROBERT H. BOHANNON
                                         Chairman, President and
                                         Chief Executive Officer

ATTEST:

________________________________________
General Counsel or Assistant Secretary

THIS PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT SHALL BE EFFECTIVE ONLY UPON
EXECUTION BY EMPLOYEE AND DELIVERY TO AND RECEIPT BY THE CORPORATION.

                                      ACCEPTED:

                                      ______________________________________
                                      Employee

                                                                         (PBRS)4