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                                                                    EXHIBIT 10.C

                                    VIAD CORP
                           1997 OMNIBUS INCENTIVE PLAN
                  PERFORMANCE DRIVEN RESTRICTED STOCK AGREEMENT
                            AS AMENDED MARCH 26, 2002


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

         1. SHARE AWARD. The Corporation hereby awards the Employee
((Options_Granted)) 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)       100% of Shares at the end of three years from the date hereof
                  if performance targets are achieved under the Management
                  Incentive Plan at a minimum average of 100% of "Target" over
                  the three-year period;

         b)       100% of Shares at the end of four years from the date hereof
                  if performance targets are achieved under the Management
                  Incentive Plan at an average of 75% or greater, but less than
                  100%, of "Target" over the three-year period;

         c)       If the performance targets are achieved under the Management
                  Incentive Plan at an average of less than 75%, no award will
                  be earned and the shares will be forfeited.

Full ownership of shares will enure to the benefit of the Employee at the
expiration of the Restriction Period with respect thereto, provided, however,
notwithstanding the foregoing, Employee agrees that if beneficial ownership of
such Shares is not retained by Employee for a period of at least three years
after such full ownership occurs, Employee may be deemed ineligible to receive
any further awards under the Plan or any successor plan; provided, however, 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 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 any other change in circumstances.
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         3. TERMINATION OF EMPLOYMENT. Except as provided in this paragraph 3
and in paragraph 8 below, if the Employee ceases to be an Employee of the
Corporation or any affiliate of the Corporation for any reason , 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 is terminated by the
Corporation or any affiliate of the Corporation for any reason (other than for
Cause, 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 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 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 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
                  85077-1012.

         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 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
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 provided, however, that sale of such
shares within three years may result in deemed ineligibility to receive any
further awards pursuant to said paragraph 2.
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         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 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 Performance Driven Restricted
Stock Agreement to be duly executed.

Dated:                                  VIAD CORP
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                                        By:
                                           -------------------------------------
                                           ROBERT H. BOHANNON
                                           Chairman, President and Chief
                                           Executive Officer
ATTEST:


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General Counsel or Assistant Secretary
                                         ACCEPTED:

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