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                                    VIAD CORP
                                                                    EXHIBIT 10.E
                         PERFORMANCE UNIT INCENTIVE PLAN

              PURSUANT TO THE 1997 VIAD CORP OMNIBUS INCENTIVE PLAN

                            AS AMENDED MARCH 15, 2001

1.       PURPOSE

         The purpose of the Plan is to promote the long-term interests of the
         Corporation and its stockholders by providing a means for attracting
         and retaining designated key executives of the Corporation and its
         Affiliates through a system of cash rewards for the accomplishment of
         long-term predefined objectives.

2.       DEFINITIONS

         The following definitions are applicable to the Plan:

         "Affiliate" - Any "Parent Corporation" or "Subsidiary Corporation" of
                  the Corporation as such terms are defined in Section 425(e)
                  and (f), or the successor provisions, if any, respectively, of
                  the Code (as defined herein).

         "Award" - The grant by the Committee of a Performance Unit or Units as
                  provided in the Plan.

         "Board" - The Board of Directors of Viad Corp.

         "Code" - The Internal Revenue Code of 1986, as amended, or its
                  successor general income tax law of the United States.

         "Committee" - The Human Resources Committee of the Board.

         "Corporation" - Viad Corp.

         "Operating Income" - Income before minority interest, interest expense
                  and taxes, but after deduction of corporate overhead.

         "Participant" - Any executive of the Corporation or any of its
                  Affiliates who is selected by the Committee to receive an
                  Award.

         "Performance Period" - The period of time selected by the Committee for
                  the purpose of determining performance goals and measuring the
                  degree


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                  of accomplishment. Generally, the Performance Period will be a
                  period of three successive fiscal years of the Corporation.

         "Performance Unit Award" - An Award.

         "Plan" - The Performance Unit Incentive Plan of the Corporation.

         "Pre-Tax Income" - Pre-tax income after minority interest.

         "Unit" - The basis for any Award under the Plan.

3.       ADMINISTRATION

         The Plan shall be administered by the Committee. Except as limited by
         the express provisions of the Plan, the Committee shall have sole and
         complete authority and discretion to (i) select Participants and grant
         Awards; (ii) determine the number of Units to be subject to Awards
         generally, as well as to individual Awards granted under the Plan; iii)
         determine the targets that must be achieved in order for the Awards to
         be payable and the other terms and conditions upon which Awards shall
         be granted under the Plan; (iv) prescribe the form and terms of
         instruments evidencing such grants; and (v) establish from time to time
         regulations for the administration of the Plan, interpret the Plan, and
         make all determinations deemed necessary or advisable for the
         administration of the Plan.

4.       PERFORMANCE GOALS

         The Performance Unit Incentive Plan is intended to provide Participants
         with a substantial incentive to achieve or surpass three pre-defined
         long-range financial goals which have been selected because they are
         key factors (goals) in increasing stockholder value.

         The first goal for each Subsidiary Participant emphasizes growth in
         Average Three-Year Operating or Pre-tax Income.

         The first goal for Corporate Participants also emphasizes Growth in
         Average Three-Year Operating Income but the target will be based on
         income per share from continuing operations, the most appropriate
         measure in increasing stockholder value.

         The second goal for Corporate and Subsidiary Participants is a Viad
         Value Added (VVA) measure.

         The third goal for Corporate and Subsidiary Participants emphasizes
         growth in Average Three-Year Revenues.


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5.       DETERMINATION OF TARGETS

         A.       AVERAGE THREE-YEAR GROWTH IN SUBSIDIARY EARNINGS

                  An appropriate average three-year operating or pre-tax income
                  target for the Performance Period for each Subsidiary Company
                  will be established taking into account historical operating
                  or pre-tax income, financial plan operating or pre-tax income
                  for the Performance Period, overall Corporate objectives, and
                  if appropriate, other circumstances. An appropriate range of
                  values above and below such target will then be selected to
                  measure achievement above or below the target.

         B.       AVERAGE GROWTH IN THREE-YEAR VIAD CORP INCOME PER SHARE

                  An appropriate average three-year "Income Per Share" from
                  continuing operations target for Viad Corp will be established
                  after considering historical income per share from continuing
                  operations, financial plan income per share from continuing
                  operations for the Performance Period, overall Corporate
                  objectives and, if appropriate, other circumstances. An
                  appropriate range of values above and below such target will
                  then be selected to measure achievement above or below the
                  target.

         C.       VALUE ADDED MEASUREMENT:

                  The VVA measurement is intended to place increased emphasis on
                  securing an adequate return to Viad Corp on all capital
                  employed in the business. VVA compares net operating income to
                  the return required on capital invested in the business.

                  In calculating the bonus pool of each Company, VVA shall mean
                  Net Operating Profit After Taxes (NOPAT is defined as sales
                  minus operating expenses minus taxes) minus a Capital Charge
                  calculated by multiplying a Cost of Capital times the actual
                  Capital (Capital is defined as total assets less current and
                  other liabilities exclusive of debt). Certain adjustments are
                  necessary to determine NOPAT and Capital.

                  An appropriate average three-year VVA target will be
                  established; a range of values above and below such target
                  will then be selected to measure achievement above or below
                  the target.


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         D.       REVENUE

                  An appropriate average three-year Revenue target will be
                  established for Subsidiary and Corporate with a focus on
                  enhancing profitable top-line growth. An appropriate range of
                  values above and below such target will then be selected to
                  measure achievement above or below the target.

         E.       ESTABLISHING TARGETS

                  The appropriate weighting of goals, targets, range of values
                  above and below such targets and the Performance Period to be
                  used as a basis for the measurement of performance for Awards
                  under the Plan will be determined by the Committee no later
                  than 90 days after the beginning of each new Performance
                  Period during the life of the Plan, after giving consideration
                  to the recommendations of the Chief Executive Officer of Viad
                  Corp. Performance Units will be earned based upon the degree
                  of achievement of pre-defined targets over the Performance
                  Period following the date of grant. Earned Units can range,
                  based on operating performance using an award range of values,
                  from 0% to 200% of the target Units.

6.       OTHER PLAN PROVISIONS

         Subsidiary operating or pre-tax income and Viad Corp income per share
         from continuing operations are determined before extraordinary or
         unusual items, effects of changes in accounting principles, or a change
         in federal income tax rates after the target has been set.
         Reclassification of a major business unit to discontinued operations
         status after targets have been set would also require adjustment
         because of effect on Viad Corp continuing operations results. While
         gains on disposition of a business would normally not be included in
         determining income per share, in the event of the sale of a subsidiary
         or major business unit, a portion of gain would be included for the
         difference between the sold unit's planned net income for the
         performance period and actual results to date of sale plus calculated
         interest savings on proceeds for the balance of the performance period,
         so that actual results are not penalized for selling a business.

         An adjustment to actual operating or pre-tax income will be made for
         any increase or decrease in cost to a subsidiary in connection with a
         change in the formula allocation of corporate overhead over amounts
         included in the Plan at the beginning of the applicable performance
         period.

         Incentives to be paid under this Plan must be deducted from the
         subsidiary corporation's and the Corporation's earnings during the
         Performance Period


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         (generally in the third year, when the amounts to be paid can be
         reasonably estimated). Goals must be achieved after deducting from
         actual results all incentive compensation applicable to such
         performance periods, including those incentives earned under this Plan.

7.       RANGE OF PERFORMANCE AWARDS

         The range of values for the Corporation's or a Subsidiary Company's
         operating or pre-tax income or income per share performance and the VVA
         and Revenue measurements will be recommended by the Chief Executive
         Officer of Viad Corp for approval by the Committee.

         Performance Units will be earned based upon the degree of achievement
         of each of the pre-defined targets (operating or pre-tax income or
         income per share, VVA, and Revenue) over the Performance Period
         following the date of grant. A range of values will be established for
         the operating income or income per share target (to carry a 70%
         weighting), for the VVA target (to carry a 30% weighting), and for the
         Revenue target (to be used for adjustment to the total bonus pool
         otherwise accruable by 95% (threshold) up to 105% (maximum), depending
         upon the achievement against the revenue target).

8.       PARTICIPANT ELIGIBILITY

         Personnel will be eligible for participation as recommended by the
         Chief Executive Officer of Viad Corp for approval by the Committee no
         later than 90 days after the beginning of each new Performance Period
         during the life of the Plan, limited only to those key executives who
         contribute in a substantial measure to the successful performance of
         the Corporation or its Affiliates. The Chief Executive Officer will
         recommend for approval by the Committee which Affiliates among its
         Affiliates should be included in the Plan.

9.       AWARD DETERMINATION

         The number of Units to be awarded will be determined, generally, by
         multiplying a factor times the Participant's annual base salary in
         effect at the time the Award is granted and dividing the result by the
         average of the high and low of the Corporation's Common Stock on the
         date of approval of the grant by the Committee. The Award factor will
         be recommended by the Chief Executive Officer of Viad Corp for approval
         by the Committee annually no later than 90 days after the beginning of
         each new performance period. The Committee may adjust the number of
         Units awarded in its discretion.


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10.      GENERAL TERMS AND CONDITIONS

         The Committee shall have full and complete authority and discretion,
         except as expressly limited by the Plan, to grant Units and to provide
         the terms and conditions (which need not be identical among
         Participants) thereof. Without limiting the generality of the
         foregoing, the Committee may specify a Performance Period of not less
         than two years or not more than five years, rather than the three-year
         Performance Period provided for above, and such time period will be
         substituted as appropriate to properly effect the specified Performance
         Period. No Participant or any person claiming under or through such
         person shall have any right or interest, whether vested or otherwise,
         in the Plan or in any Award thereunder, contingent or otherwise, unless
         and until all the terms, conditions, and provisions of the Plan and its
         approved administrative requirements that affect such Participant or
         such other person shall have been complied with. Nothing contained in
         the Plan or its Administrative Guidelines shall (i) require the
         Corporation to segregate cash or other property on behalf of any
         Participant or (ii) affect the rights and power of the Corporation or
         its Affiliates to dismiss and/or discharge any Participant at any time.

         Any recapitalization, reclassification, stock split, stock dividend
         sale of assets, combination or merger not otherwise provided for herein
         which affects the outstanding shares of Common Stock of the Corporation
         or any other change in the capitalization of the Corporation affecting
         the Common Stock shall be appropriately adjusted for by the Committee
         or the Board, and any such adjustments shall be final, conclusive and
         binding.

11.      PAYMENTS OF AWARDS

         (a) Performance Unit Awards which may become payable under this Plan
         shall be calculated as determined by the Committee but any resulting
         Performance Unit Award payable shall be subject to the following
         calculation: each Unit payable shall be multiplied by the average of
         the daily means of the market prices of the Corporation's Common Stock
         during the ten trading day period beginning on the day following public
         announcement of the Corporation's year-end financial results following
         the Performance Period. Distribution of the Award will be made within
         ninety (90) days following the close of the Performance Period. For
         those Executive Officers affected by Section 162(m) of the Internal
         Revenue Code, awards will be subject to discretionary downward
         adjustment by the Committee.

         (b) Performance Unit Awards granted under this Plan shall be payable
         during the lifetime of the Participant to whom such Award was granted
         only to such Participant; and, except as provided in (d) and (e) of
         this Section 11, no such Award will be payable unless at the time of
         payment such Participant is an employee of and has continuously since
         the grant thereof been an employee of,


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         the Corporation or an Affiliate. Neither absence or leave, if approved
         by the Corporation, nor any transfer of employment between Affiliates
         or between an Affiliate and the Corporation shall be considered an
         interruption or termination of employment for purposes of this Plan.

         (c) Prior to the expiration of the Performance Period, all Participants
         will be provided an irrevocable option to defer all or a portion of any
         earned Performance Unit Award, if there be one but not less than a
         specified minimum, in written form as prescribed by the Board under the
         provisions of a deferred compensation plan for executives of the
         Corporation and its Affiliates, if one be adopted.

         (d) If a Participant to whom a Performance Unit Award was granted shall
         cease to be employed by the Corporation or its Affiliate for any reason
         (other than death, disability, or retirement) prior to the completion
         of any applicable Performance Period, said Performance Unit Award will
         be withdrawn and subsequent payment in any form at any time will not be
         made.

         (e) If a Participant to whom a Performance Unit Award was granted shall
         cease to be employed by the Corporation or its Affiliate due to early,
         normal, or deferred retirement, or in the event of the death or
         disability of the Participant, during the Performance Period stipulated
         in the Performance Unit Award, such Award shall be prorated for the
         period of time from date of grant to date of retirement, disability or
         death, as applicable, and become payable within ninety (90 days)
         following the close of the Performance Period to the Participant or the
         person to whom interest therein is transferred by will or by the laws
         of descent and distribution. Performance Unit Awards shall be
         determined at the same time and in the same manner (except for
         applicable proration) as described in Section 11(a).

         (f) There shall be deducted from all payment of Awards any taxes
         required to be withheld by any Federal, State, or local government and
         paid over to any such government in respect to any such payment.

12.      EFFECT OF CHANGE OF CONTROL

         Notwithstanding anything to the contrary in this Plan, in the event of
         a Change of Control (as defined in the 1997 Viad Corp Omnibus Incentive
         Plan) each participant in the Plan shall be entitled to a prorata bonus
         award calculated on the basis of achievement of performance goals
         through the date of the Change of Control.


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13.      ASSIGNMENTS AND TRANSFERS

         No award to any Participant under the provisions of the Plan may be
         assigned, transferred, or otherwise encumbered except, in the event of
         death of a Participant, by will or the laws of descent and
         distribution.

14.      AMENDMENT OR TERMINATION

         The Board may amend, suspend, or terminate the Plan or any portion
         thereof at any time provided, however, that no such amendment,
         suspension, or termination shall invalidate the Awards already made to
         any Participant pursuant to the Plan, without his consent.

15.      EFFECTIVE DATE

         The Plan shall be effective January 1, 1997, provided however, that any
         Award made under this Plan is subject to the approval of the 1997 Viad
         Corp Omnibus Incentive Plan by the stockholders of Viad Corp.


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