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                                                                    EXHIBIT 10.C

                                    VIAD CORP
                           1997 OMNIBUS INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT


           Shares of Restricted Stock are hereby awarded by Viad Corp
(Corporation), a Delaware corporation, effective , to (Employee) in accordance
with the following 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
(Restriction Period) commencing on the effective date hereof (Commencement Date)
and terminating 5 years therefrom, 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 to successive
installments as follows:

           a)         33 1/3% of Shares at the end of three years from the date
                      hereof

           b)         33 1/3% of Shares at the end of four years from the date
                      hereof

           c)         The balance of Shares as to which the Restriction Period
                      has not lapsed at the end of five years from the date
                      hereof

Full ownership of Shares will vest at the expiration of the Restriction Period
with respect thereto, however, notwithstanding the foregoing, Employee agrees
that if beneficial ownership of such vested Shares is not retained by Employee
for a period of at least three years after such full ownership vests, Employee
may be deemed ineligible to receive any further awards under the Plan or any
successor plan; such retention requirement will be satisfied if at the direction
of Employee the Corporation in its discretion retains or reacquires ownership of
a sufficient number of vested Shares to satisfy any tax withholding requirement
under the Code. 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 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 other change in circumstances.

           3. TERMINATION OF EMPLOYMENT. Except as provided in paragraph 8
below, if the Employee ceases to be an Employee of the Corporation or any
affiliate of the Corporation for any reason (other than death, total or partial
disability, or normal or early retirement), all 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
ceases to be an employee of the Corporation or any affiliate by reason of death
or total or partial disability, full ownership of the Shares will occur to the
extent not previously earned, 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 Affiliate of the Corporation by reason of normal or early
retirement, full ownership of the Shares will occur upon lapse of the
Restriction Periods as set forth in paragraph 2 and dividends will be paid
through such period, in each case on a

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pro-rata basis, calculated based on the percentage of time such Employee was
employed during the three-year period following the Commencement Date.

           4. CERTIFICATES FOR THE SHARES. The Corporation shall issue three
certificates in respect of the Shares in the name of the Employee, the aggregate
number of Shares of which shall equal the amount of the award specified herein,
and the specific number of Shares of which shall be commensurate with the
installment periods set forth in paragraph 2 above, and shall hold each such
certificate on deposit for the account of the Employee until the expiration of
the restrictions set forth in paragraph 2 above with respect to the Shares
represented thereby. Each such certificate 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 85077-1012.

           The Employee further agrees that simultaneously with his or her
acceptance of this Agreement, he or she shall execute three stock powers
covering such award endorsed in blank and that he or she shall promptly deliver
such stock powers 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 Shares, the Corporation shall
redeliver to the Employee the certificate in respect of such Shares (reduced
appropriately in number in the event of early or normal retirement) and the
related stock power held by the Corporation pursuant to paragraph 4 above. The
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 may, in its sole discretion, 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

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be legended and deposited with the Corporation, along with an executed stock
power, in the manner provided in paragraph 4 above.

           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 Restricted Stock Agreement to
be duly executed.


Dated:          2001                         VIAD CORP



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



ATTEST:

-----------------------------------
Vice President - General Counsel
or Assistant Secretary


                                             ACCEPTED:

                                             -----------------------------------
                                             Employee


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