SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Viad Corp (formerly, The Dial Corp)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92552R109 (formerly, 25247010)
(CUSIP Number)
Peter J. Novak, Esq.
Vice President and General Counsel
Viad Corp
1850 North Central Avenue
Phoenix, Arizona 85077
(Name, address and telephone number of person authorized
to receive notices and communications)
August 15, 1996
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b) (3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
Page 1 of 36 Pages<PAGE>
CUSIP NO. 92552R109 Page 2 of 36 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Wells Fargo Bank of Arizona, N.A. (formerly
First Interstate Bank of Arizona, N.A.), as Trustee for
The Viad Corp Amended and Restated Employee Equity Trust
2. Check the Appropriate Box if a Member of a Group
(a)
Not applicable (b)
3. SEC Use Only
4. Source of Funds
SC, OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 5,670,818
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 5,670,818
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
5,670,818
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares
13. Percent of Class Represented by Amount in Row (11)
Approximately 6.0%
14. Type of Reporting Person
BK, EP
<PAGE>
CUSIP NO. 92552R109 Page 3 of 36 Pages
Amendment No. 4 to
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
VIAD CORP
(FORMERLY, THE DIAL CORP)
The Viad Corp Amended and Restated Employee Equity
Trust (formerly, The Dial Corp Employee Equity Trust, the
"Trust"), hereby amends its statement on Schedule 13D filed
with respect to the Common Stock, $1.50 par value per share
(the "Common Stock"), of Viad Corp (formerly, The Dial Corp),
a Delaware corporation (the "Issuer"). Unless otherwise in-
dicated, all items referred to herein shall have the same
meanings as those set forth in the previously filed Schedule
13D.
The filing of this Amended Statement on Schedule
13D by the Trust does not constitute, and should not be con-
strued as, an admission that either the Trust or Wells Fargo
Bank of Arizona, N.A. (formerly, First Interstate Bank of
Arizona, N.A.), as trustee of the Trust (the "Trustee"), ben-
eficially owns any securities covered by this Amended State-
ment or is required to file this Amended Statement. In this
connection, the Trust and the Trustee disclaim beneficial
ownership of the securities covered by this Amended State-
ment.<PAGE>
CUSIP NO. 92552R109 Page 4 of 36 Pages
On August 15, 1996, the Issuer distributed (the
"Distribution") to the holders of shares of Common Stock all
of the issued and outstanding shares of common stock, $0.01
par value, of The Dial Corporation ("New Dial"), a Delaware
corporation to which the Issuer had contributed its consumer
products business. In connection with the Distribution, (1)
New Dial established an employee equity trust similar to the
Trust to receive all of the shares of New Dial common stock
issued in the Distribution with respect to shares of Common
Stock held in the Trust as of the record date for the Distri-
bution and (2) the agreements relating to the Trust were
amended and restated to reflect the Distribution. In connec-
tion with the Distribution, the Issuer was renamed "Viad
Corp". Prior to the Distribution, the Trustee's name had
changed, as reflected above.
Item 4. Purpose of Transaction
Under the terms and conditions of the Trust Agree-
ment, dated as of September 9, 1992, and amended and restated
as of August 15, 1996, during the period from January 1, 1995
through the date hereof the Trust has released and allocated
1,227,540 shares of Common Stock to and among various em-
ployee benefit plans of the Issuer, including stock option
plans and employee 401(k) plans. <PAGE>
CUSIP NO. 92552R109 Page 5 of 36 Pages
Item 5. Interest in Securities of the Issuer
The first paragraph of Item 5 is amended to read in
its entirety as follows:
"As of July 8, 1996, and after giving effect to the
Distribution, the Trust held 5,670,818 shares of Common
Stock, as to which it may be deemed to have shared voting and
dispositive power. Shares of Common Stock are held in the
Trust's suspense account and will be released as the Trust
repays the Note to the Issuer and will be allocated to the
accounts of participants in the Plans in the manner set forth
in the Trust Agreement."
Item 6. Contracts Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
The Trust Agreement, as amended and restated as of
August 15, 1996, is attached hereto as Exhibit D, and is
hereby incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
D. Amended and Restated Trust Agreement,
dated as of August 15, 1996.<PAGE>
CUSIP NO. 92552R109 Page 6 of 36 Pages
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
Dated: August 16, 1996
WELLS FARGO BANK OF ARIZONA,
N.A., Trustee
By /s/ Patricia A. Cross
Name: Patricia A. Cross
Title: Assistant Vice
President<PAGE>
CUSIP NO. 92552R109 Page 7 of 36 Pages
INDEX TO EXHIBITS
Sequential
Exhibits Page No.
D. Amended and Restated Trust Agreement, 8
dated as of August 15, 1996
EXHIBIT D
VIAD CORP
AMENDED AND RESTATED
EMPLOYEE EQUITY TRUST
Effective as of August 15, 1996<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 1.
Trust, Trustee and Trust Fund ............................. 2
1.1. Trust ........................................... 2
1.2. Trustee ......................................... 2
1.3. Trust Fund ...................................... 2
1.4. Trust Fund Subject to Claims .................... 3
1.5. Definitions ..................................... 3
ARTICLE 2.
Contribution and Dividends ................................ 7
2.1. Contributions ................................... 7
2.2. Dividends ....................................... 7
ARTICLE 3.
Release and Allocation of Company Stock .................. 8
3.1. Release of Shares .............................. 8
3.2. Allocations .................................... 9
3.3. Excess Shares .................................. 9
3.4. Initial Allocation.............................. 10
3.5. Distribution.................................... 10
ARTICLE 4.
Compensation, Expenses and Tax Withholding ............... 11
4.1. Compensation and Expenses ...................... 11
4.2. Withholding of Taxes ........................... 11
ARTICLE 5.
Administration of Trust Fund ............................. 11
5.1. Management and Control of Trust Fund ........... 11
5.2. Investment of Funds ............................ 11
5.3. Trustee's Administrative Powers ................ 12
5.4. Voting and Tendering of Company Stock .......... 14
5.5. Indemnification ................................ 15
5.6. General Duty to Communicate to Committee ....... 16
ARTICLE 6.
Accounts and Reports of Trustee .......................... 17
6.1. Records and Accounts of Trustee ................ 17
6.2. Fiscal Year .................................... 17
6.3. Reports of Trustee ............................. 17
6.4. Final Report ................................... 17
-i-<PAGE>
PAGE
ARTICLE 7.
Succession of Trustee .................................... 17
7.1. Resignation of Trustee ......................... 17
7.2. Removal of Trustee ............................. 18
7.3. Appointment of Successor Trustee ............... 18
7.4. Succession to Trust Fund Assets ................ 18
7.5. Continuation of Trust .......................... 18
7.6. Changes in Organization of Trustee ............. 18
7.7. Continuance of Trustee's Powers in Event of
Termination of the Trust ....................... 19
ARTICLE 8.
Amendment or Termination ................................. 19
8.1. Amendments ..................................... 19
8.2. Termination .................................... 19
8.3. Form of Amendment or Termination ............... 20
ARTICLE 9.
Miscellaneous ............................................ 20
9.1. Controlling Law ................................ 20
9.2. Committee Action ............................... 20
9.3. Notices ........................................ 20
9.4. Severability ................................... 21
9.5. Protection of Persons Dealing with
the Trust ...................................... 21
9.6. Tax Status of Trust ............................ 21
9.7. Participants to Have No Interest in the
Company by Reason of the Trust ................. 21
9.8. Nonassignability ............................... 22
9.9. Gender and Plurals ............................. 22
9.10. Counterparts ................................... 22
-ii-<PAGE>
VIAD CORP
AMENDED AND RESTATED
EMPLOYEE EQUITY TRUST
THIS AMENDED AND RESTATED TRUST AGREEMENT (the
"Agreement") made effective as of August 15, 1996, between
Viad Corp, a Delaware corporation, and Wells Fargo Bank of
Arizona, N.A., a national banking association, as trustee.
W I T N E S S E T H :
WHEREAS, the Company (as defined below) desires to
amend and restate the trust made effective as of September 9,
1992 (the "Trust") to reflect the proposed dividend distribu-
tion by the Company to its stockholders (the "Distribution")
of all of the outstanding shares of common stock, par value
$0.01 per share ("Dial Common Stock"), of The Dial Corpora-
tion, a Delaware corporation and a wholly-owned subsidiary of
the Company ("Dial");
WHEREAS, in connection with the Distribution, (1)
the Trustee will transfer to the trustee of a new trust es-
tablished by The Dial Corporation, effective as of August 15,
1996, all of the shares of Dial Common Stock distributed in
the Distribution with respect to the shares of Company Stock
held in the Trust as of the record date for the Distribution,
(2) the Company will assign to Dial a portion of the princi-
pal amount of the Promissory Note dated September 9, 1992
issued by the Trustee to the Company (the "Original Note")
and (3) the trustee of such new trust will assume in favor of
Dial, and the Company will release the Trust from, such por-
tion of the Original Note;
WHEREAS, the Trustee (as defined below) continues
to desire to act as trustee of the Trust, and to hold legal
title to the assets of the Trust, in trust, for the purposes
hereinafter stated and in accordance with the terms hereof;
WHEREAS, the Company or its subsidiaries have pre-
viously adopted the Plans (as defined below);
WHEREAS, the Company desires to provide assurance
of the availability of the shares of its common stock neces-
sary to satisfy certain of its obligations or those of its
subsidiaries under the Plans (as defined below);<PAGE>
WHEREAS, the Company desires that the assets to be
held in the Trust Fund (as defined below) should be princi-
pally or exclusively securities of the Company and, there-
fore, expressly waives any diversification of investments
that might otherwise be necessary, appropriate, or required
pursuant to applicable provisions of law; and
NOW, THEREFORE, the parties hereto hereby amend and
restate the Trust Agreement and the Trust and agree that the
Trust will be comprised, held and disposed of as follows:
ARTICLE 1.
Trust, Trustee and Trust Fund
1.1. Trust. This Agreement and the Trust shall be
known as the Viad Corp Amended and Restated Employee Equity
Trust. The parties intend that the Trust will be an indepen-
dent legal entity with title to and power to convey all of
its assets. The parties hereto further intend that the Trust
not be subject to the Employee Retirement Income Security Act
of 1974, as amended. The Trust is not a part of any of the
Plans (as herein defined) and does not provide retirement or
other benefits to any Plan Participant (as herein defined).
The assets of the Trust will be held, invested and disposed
of by the Trustee, in accordance with the terms of the Trust.
1.2. Trustee. The trustee named above, and its
successor or successors, is hereby designated as the trustee
hereunder, to receive, hold, invest, administer and distrib-
ute the Trust Fund in accordance with this Agreement, the
provisions of which shall govern the power, duties and re-
sponsibilities of the Trustee.
1.3. Trust Fund. The assets held at any time and
from time to time under the Trust collectively are herein
referred to as the "Trust Fund" and shall consist of contri-
butions received by the Trustee, proceeds of any loans, in-
vestments and reinvestment thereof, the earnings and income
thereon, less disbursements therefrom. Except as herein oth-
erwise provided, title to the assets of the Trust Fund shall
at all times be vested in the Trustee and securities that are
part of the Trust Fund shall be held in such manner that the
Trustee's name and the fiduciary capacity in which the secu-
rities are held are fully disclosed, subject to the right of
the Trustee to hold title in bearer form or in the name of a
nominee, and the interests of others in the Trust Fund shall
- 2 -<PAGE>
be only the right to have such assets received, held, in-
vested, administered and distributed in accordance with the
provisions of the Trust.
1.4. Trust Fund Subject to Claims. Notwithstanding
any provision of this Agreement to the contrary, the Trust
Fund shall at all times remain subject to the claims of the
Company's general creditors under federal and state law.
In addition, the Board of Directors and Chief Exec-
utive Officer of the Company shall have the duty to inform
the Trustee in writing of the Company's Insolvency. If a
person claiming to be a creditor of the Company alleges in
writing to the Trustee that the Company has become Insolvent,
the Trustee shall determine whether the Company is Insolvent
and, pending such determination, the Trustee shall discon-
tinue allocations pursuant to Article 3.
Unless the Trustee has actual knowledge of the Com-
pany's Insolvency, or has received notice from the Company or
a person claiming to be a creditor alleging that the Company
is Insolvent, the Trustee shall have no duty to inquire
whether the Company is Insolvent. The Trustee may in all
events rely on such evidence concerning the Company's sol-
vency as may be furnished to the Trustee and that provides
the Trustee with a reasonable basis for making a determina-
tion concerning the Company's Insolvency.
If at any time the Trustee has determined that the
Company is Insolvent, the Trustee shall discontinue alloca-
tions pursuant to Article 3 and shall hold the Trust Fund for
the benefit of the Company's general creditors. Nothing in
this Trust Agreement shall in any way diminish any rights of
employees as general creditors of the Company with respect to
benefits due under the Plan(s) or otherwise.
The Trustee shall resume allocations pursuant to
Article 3 only after the Trustee has determined that the Com-
pany is not Insolvent (or is no longer Insolvent).
1.5. Definitions. In addition to the terms defined
in the preceding portions of the Trust, certain capitalized
terms have the meanings set forth below:
Basket Value. "Basket Value" means with respect to
each Trust Year, the product of (a) the Available Shares for
such Trust Year, (b) the product of four and the Company's
most recent reported quarterly earnings per share, and (c)
- 3 -<PAGE>
the equal weighted average price earnings ratio of the fol-
lowing companies (or any successor of such companies) as re-
ported in the Wall Street Journal on the last business day of
such Trust Year: Ogden Corp., Textron Inc. and Whitman Corp.
Board of Directors. "Board of Directors" means the
board of directors of the Company.
Calculation Period. "Calculation Period" means a
period consisting of calendar years 1992-1997, 1998-2002,
2003-2007, or 2008-2012.
Change of Control. "Change of Control" means any
of the following events:
(a) an acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Ex-
change Act")) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more
of the combined voting power of the then outstanding voting
securities of the Company; provided, however, that the fol-
lowing acquisitions shall not constitute a Change of Control:
(i) an acquisition by or directly from the Company, (ii) an
acquisition by any employee benefit plan or trust sponsored
or maintained by the Company; and (iii) any acquisition de-
scribed in subclauses (A) or (B) of subsection (b) below; or
(b) approval by the stockholders of the Company of
(i) a complete dissolution or liquidation of the Company,
(ii) a sale or other disposition of all or substantially all
of the Company's assets or (iii) a reorganization, merger, or
consolidation ("Business Combination") unless either (A) all
or substantially all of the stockholders of the Company im-
mediately prior to the Business Combination own more than 50%
of the voting securities of the entity surviving the Business
Combination, or the entity which directly or indirectly con-
trols such surviving entity, in substantially the same pro-
portion as they owned the voting securities of the Company
immediately prior thereto, or (B) the consideration (other
than cash paid in lieu of fractional shares or payment upon
perfection of appraisal rights) issued to stockholders of the
Company in the Business Combination is solely common stock
which is publicly traded on an established securities ex-
change in the United States.
Code. "Code" means the Internal Revenue Code of
1986, as amended.
- 4 -<PAGE>
Committee. "Committee" means a committee of offic-
ers, directors and/or employees of the Company which is
charged by the Board of Directors with administration of the
Trust.
Company. "Company" means Viad Corp, a Delaware
corporation (which, prior to the Distribution was named "The
Dial Corp"), or any successor thereto. References to the
Company shall include its subsidiaries where appropriate.
Company Stock. "Company Stock" means shares of
common stock, par value $1.50 per share, issued by the Com-
pany or any successor securities.
DC Participant. "DC Participant" means as of any
date any individual who is employed by the Company or any
subsidiary of the Company as of such date and is a partici-
pant in a DC Plan.
DC Plan. "DC Plan" shall mean each of the Dial
Companies TRIM (401(k)) Plan and the Dial Companies Employee
Stock Ownership Plan, in each case including any successor
thereto.
DC Plans Trustee Certification. "DC Plans Trustee
Certification" means a certification to be delivered by the
trustee of each DC Plan to the Trustee pursuant to Section
5.4, which sets forth the directions made by each DC Partic-
ipant as to voting or tendering of Company Stock allocated to
his account in the respective DC Plan with respect to the
voting or tendering decision at issue.
Dial. "Dial" has the meaning set forth in the re-
citals hereto.
Dial Common Stock. "Dial Common Stock" has the
meaning set forth in the recitals hereto.
Distribution Fraction. "Distribution Fraction"
means a fraction, the numerator of which is the average Fair
Market Value of the Dial Common Stock in the when-issued mar-
ket for the five trading days prior to the date of the Dis-
tribution and the denominator of which is the average Fair
Market Value of the Company Stock over such period on a basis
that includes the value of the Distribution.
Extraordinary Dividend. "Extraordinary Dividend"
means the Distribution and any dividend or other distribution
of cash or other property (other than Company Stock) made
- 5 -<PAGE>
with respect to Company Stock, which the Board of Directors
declares generally to be other than an ordinary dividend.
Fair Market Value. "Fair Market Value" means as of
any date the average of the highest and lowest reported sales
price regular way on such date (or if such date is not a
trading day, then on the most recent prior date which is a
trading day) of a share of Company Stock as reported on the
composite tape, or similar reporting system, for issues
listed on the New York Stock Exchange (or, if the Company
Stock is no longer traded on the New York Stock Exchange, on
such other national securities exchange on which the Company
Stock is listed or national securities or central market sys-
tem upon which transactions in Company Stock are reported, as
either shall be designated by the Committee for the purposes
hereof) or if sales of Common Stock are not reported in any
manner specified above, the average of the high bid and low
asked quotations on such date (or if such date is not a trad-
ing day, then on the most recent prior date which is a trad-
ing day) in the over-the-counter market as reported by the
National Association of Securities Dealers' Automated Quota-
tion System or, if not so reported, by National Quotation
Bureau, Incorporated or similar organization selected by the
Committee.
Final Target Value. "Final Target Value" means
with respect to each Trust Year the greater of (a) the Target
Value and (b) the Basket Value.
Insolvency. "Insolvency" means (a) the inability
of the Company to pay its debts as they become due, or (b)
the Company being subject to a pending proceeding as a debtor
under the provisions of Title 11 of the United States Code
(Bankruptcy Code).
Loan. "Loan" means the loan and extension of
credit to the Trust evidenced by the promissory note made by
the Trustee dated September 9, 1992, with which the Trustee
purchased Company Stock, as amended as of August 15, 1996 to
reduce the remaining principal amount as a result of the as-
signment to Dial, and the assumption by the trustee of a new
trust established by Dial, of a portion of the remaining
principal amount of the Original Note specified in Section
3.5.
Plans. "Plans" mean the DC Plans, the employee
benefit plans listed on Schedule A hereto and any other em-
ployee benefit plan of the Company or its subsidiaries desig-
nated as such by the Board of Directors.
- 6 -<PAGE>
Plan Participant. "Plan Participant" means a par-
ticipant in any of the Plans.
Suspense Account. "Suspense Account" means a sepa-
rate account to be maintained by the Trustee to hold Excess
Shares pursuant to the terms of Article 3 hereof.
Target Value. "Target Value" for a given Trust
Year means the amount set forth on Schedule B hereto.
Trustee. "Trustee" means Wells Fargo Bank of Ari-
zona, N.A., a national banking association (not in its corpo-
rate capacity but as trustee of the Trust), or any successor
trustee.
Trust Year. "Trust Year" means the period begin-
ning on September 9, 1992 and ending on December 31, 1992 and
each 12-month period beginning on January 1 and ending on
December 31 thereafter.
ARTICLE 2.
Contributions and Dividends
2.1. Contributions. For each Trust Year the Com-
pany shall contribute to the Trust in cash such amount, which
together with dividends, as provided in Section 2.2, and any
other earnings of the Trust, shall enable the Trustee to make
all payments of principal and interest due under the Loan on
a timely basis. The Company has heretofore contributed to
the Trust the funds necessary for the Trust to make, and the
Trust has made, the principal payment of $11,600,000 due
January 1, 1996. Unless otherwise expressly provided herein,
the Trustee shall apply all such contributions, dividends and
earnings to the payment of principal and interest due under
the Loan. If, at the end of any Trust Year, no such contri-
bution has been made in cash, such contribution shall be
deemed to have been made in the form of forgiveness of prin-
cipal and interest on the Loan to the extent of the Company's
failure to make contributions as required by this Section
2.1. All contributions made under the Trust shall be deliv-
ered to the Trustee. The Trustee shall be accountable for
all contributions received by it, but shall have no duty to
require any contributions to be made to it.
2.2. Dividends. Except as otherwise provided here-
in, dividends paid in cash on Company Stock held by the
Trust, including Company Stock held in the Suspense Account,
- 7 -<PAGE>
shall be applied to pay interest and repay scheduled princi-
pal due under the Loan. In the event that dividends paid on
Company Stock held in the Trust, other than Extraordinary
Dividends, exceed the amount of scheduled principal and in-
terest due in any Trust Year, such excess shall be distrib-
uted to the Plans and/or to any other broad cross-section of
individuals employed by the Company, as determined in good
faith by the Committee; provided, however, that in the event
that in any Trust Year cash dividends on Company Stock held
by the Trust exceed the amount indicated on Schedule C here-
to, other than by reason of an Extraordinary Dividend, such
excess shall be applied to prepay principal of the Loan. Ex-
traordinary Dividends (other than the Distribution), as well
as dividends which are not in cash or in Company Stock, shall
not be used to pay interest on or principal of the Loan, but
shall be reduced to cash by the Trustee and reinvested in
Company Stock as soon as practicable. Shares of Dial Common
Stock received in the Distribution shall concurrently there-
with be transferred to The Dial Corporation Employee Equity
Trust as provided in Section 3.5. Company Stock purchased
with the proceeds of an Extraordinary Dividend or with the
proceeds of a non-cash dividend shall, for purposes of this
Agreement (including without limitation Section 3.1 hereof),
be deemed to have been acquired with the proceeds of the
Loan. In the Trustee's discretion, investments in Company
Stock may be made through open-market purchases, private
transactions or (with the Company's consent) purchases from
the Company.
ARTICLE 3.
Release and Allocation of Company Stock
3.1. Release of Shares. Subject to the other pro-
visions of this Article 3, upon the payment or forgiveness in
any Trust Year of any principal on the Loan (a "Principal
Payment"), the following number of shares of Company Stock
acquired with the proceeds of the Loan shall be available for
allocation ("Available Shares") as provided in this Article
3: the number of shares so acquired and held in the Trust
immediately before such payment or forgiveness, multiplied by
a fraction the numerator of which is the amount of the Prin-
cipal Payment and the denominator of which is the sum of such
Principal Payment and the remaining principal of the Loan
outstanding after such Principal Payment. Prior to August
15, 1996, the Company will have allocated all Available
Shares of Company Stock for 1996.
- 8 -<PAGE>
3.2. Allocations. Subject to the provisions of
Section 3.3, Available Shares shall be allocated as directed
by the Committee to the Plans on a quarterly basis or at such
other times during the Trust Year as may be required to pro-
vide shares in accordance with the respective regular payment
schedules for benefits under such Plans. The Committee's
discretion shall be limited to the number of shares of Com-
pany Stock allocated among Plans, with the allocation itself
being mandatory. Subject to Section 3.3, in the event that
as of December 31 of any given Trust Year, any unallocated
Available Shares remain after satisfaction of all benefit
obligations under each of the Plans for a given Trust Year,
and/or after determination of the amount, if any, of Excess
Shares, under Section 3.3, all remaining Available Shares
shall be contributed by the Trustee to the Plans or such
other plans of the Company or its subsidiaries covering a
broad cross-section of individuals employed by the Company as
the Committee shall direct.
3.3. Excess Shares. (a) Notwithstanding the pro-
visions of Section 3.2, Available Shares shall not be re-
leased from the Trust and allocated during a given Trust Year
pursuant to Section 3.2 to the extent that the Fair Market
Value of the Available Shares theretofore allocated during
such Trust Year, as of the date(s) of allocation, together
with the Fair Market Value of the Available Shares proposed
to be allocated, as of the date(s) of proposed allocation,
exceeds the Target Value. If, as of December 31 of such
Trust Year, the Fair Market Value of the Available Shares
theretofore allocated during such Trust Year, as of the
date(s) of allocation, together with the Available Shares for
such Trust Year not yet allocated, exceeds the Final Target
Value, the Available Shares with a Fair Market Value as of
December 31 in an amount equal to such excess shall not be
released and allocated pursuant to this Section 3.2 but
rather, such Available Shares ("Excess Shares") shall be held
by the Trustee in the Suspense Account and allocated in ac-
cordance with the provisions of this Section 3.3.
(b) In the event that there are any Excess Shares
created in any Trust Year within a Calculation Period, such
Excess Shares shall be released from the Suspense Account
pursuant to Section 3.2 to the extent that but for such re-
lease the Fair Market Value of the Available Shares in a sub-
sequent Trust Year within the same Calculation Period would
be less than the Final Target Value. In the event that in
any Trust Year the value of the Available Shares was less
than the Final Target Value for such Trust Year (such amount
being referred to as the "Shortfall") and Excess Shares are
created in subsequent Trust Year within the same Calculation
- 9 -<PAGE>
Period, Excess Shares with a value equal to the Shortfall
shall be transferred by the Trustee to such Plans as directed
by the Committee; it being understood, that such shares may
not, in any event, be transferred to the Company.
(c) In the event that at the end of any Calcula-
tion Period there are Excess Shares that have not been al-
located pursuant to Section 3.3(b), such Excess Shares shall,
subject to the provisions of this subsection (c), be distrib-
uted in equal amounts of shares in each Trust Year in the
next Calculation Period to individuals employed by the Com-
pany or plans in which they participate, as directed by the
Committee taking into account the best interest of the indi-
viduals employed by the Company and its subsidiaries. How-
ever, Excess Shares which would have been allocated in a
Trust Year pursuant to the preceding sentence shall instead
be allocated pursuant to Section 3.2 to the extent that there
is a Shortfall with respect to such Trust Year. Any Excess
Shares remaining in the Trust at the beginning of the final
Calculation Period of the Trust shall be contributed in equal
amounts of shares in each Trust Year during such Calculation
Period to individuals employed by the Company or plans in
which they participate, as directed by the Committee taking
into account the best interest of the individuals employed by
the Company and its subsidiaries, and the Trust shall not
terminate until such Excess Shares have been so contributed.
3.4 Initial Allocation. Notwithstanding the fore-
going, the payment or forgiveness of principal on September
10, 1992 resulted in an immediate release of shares of Com-
pany Stock from the Trust determined in accordance with Sec-
tion 3.2(a). Shares of Company Stock released pursuant to
the previous sentence were contributed to the trustee of a
trust established under a DC Plan.
3.5 Distribution. Upon receipt of shares of Dial
Common Stock in the Distribution, the Trustee shall concur-
rently therewith transfer those shares to the trustee of The
Dial Corporation Employee Equity Trust in exchange for as-
sumption by such trust of a portion of the principal of the
loan equal to (a) $108,100,000 (the remaining principal
amount of the loan outstanding immediately prior thereto)
multiplied by (b) the Distribution Fraction.
- 10 -<PAGE>
ARTICLE 4.
Compensation, Expenses and Tax Withholding
4.1. Compensation and Expenses. The Trustee shall
be entitled to such reasonable compensation for its services
as may be agreed upon from time to time by the Company and
the Trustee and to be reimbursed for its reasonable legal,
accounting and appraisal fees, expenses and other charges
reasonably incurred in connection with the administration,
management, investment and distribution of the Trust Fund.
Such compensation shall be paid, and such reimbursement shall
be made out of the Trust Fund. The Company agrees to make
sufficient contributions to the Trust to pay such amounts
owing the Trustee in addition to those contributions required
by Section 2.1 and, in the event the Company fails to make
the contributions necessary to pay amounts owing to the
Trustee, the Trustee shall be entitled to seek payment di-
rectly from the Company.
4.2. Withholding of Taxes. The Trustee may with-
hold, require withholding, or otherwise satisfy its withhold-
ing obligation, on any distribution which it is directed to
make, such amount as it may reasonably estimate to be neces-
sary to comply with applicable federal, state and local with-
holding requirements. Upon settlement of such tax liability,
the Trustee shall distribute the balance of such amount.
Prior to making any distribution hereunder, the Trustee may
require such release or documents from any taxing authority,
or may require such indemnity, as the Trustee shall reason-
ably deem necessary for its protection.
ARTICLE 5.
Administration of Trust Fund
5.1. Management and Control of Trust Fund. Subject
to the terms of this Agreement, the Trustee shall have exclu-
sive authority, discretion and responsibility to manage and
control the assets of the Trust Fund.
5.2. Investment of Funds.
Except as otherwise provided in Section 2.2 and in
this Section 5.2, the Trustee shall invest and reinvest the
Trust Fund exclusively in Company Stock, including any ac-
cretions thereto resulting from the proceeds of a tender of-
fer, recapitalization or similar transaction which, if not in
- 11 -<PAGE>
Company Stock, shall be reduced to cash as soon as practi-
cable. The Trustee may invest any portion of the Trust Fund
temporarily pending investment in Company Stock, distribution
or payment of expenses in (a) investments in United States
Government obligations with maturities of less than one year,
(b) interest-bearing accounts including but not limited to
certificates of deposit, time deposits, saving accounts and
money market accounts with maturities of less than one year
in any bank, including the Trustee's, with aggregate capital
in excess of $1,000,000,000 and a Moody's Investor Services
rating of at least P1, or an equivalent rating from a nation-
ally recognized ratings agency, which accounts are insured by
the Federal Deposit Insurance Corporation or other similar
federal agency, (c) obligations issued or guaranteed by any
agency or instrumentality of the United States of America
with maturities of less than one year or (d) short-term dis-
count obligations of the Federal National Mortgage Associa-
tion.
5.3. Trustee's Administrative Powers.
Except as otherwise provided herein, and subject to
the Trustee's duties hereunder, the Trustee shall have the
following powers and rights, in addition to those provided
elsewhere in this Agreement or by law:
(a) to retain any asset of the Trust Fund;
(b) subject to Section 5.4 and Article 3, to sell,
transfer, mortgage, pledge, lease or otherwise dispose
of, or grant options with respect to any Trust Fund as-
sets at public or private sale;
(c) upon direction from the Company, to borrow
from any lender (including the Company pursuant to the
Loan), to acquire Company Stock as authorized by this
Agreement, to enter into lending agreements upon such
terms (including reasonable interest and security for
the loan and rights to renegotiate and prepay such loan)
as may be determined by the Committee; provided, how-
ever, that any collateral given by the Trustee for the
Loan shall be limited to cash and property contributed
by the Company to the Trust and dividends paid on Com-
pany Stock held in the Trust Fund and shall not include
Company Stock acquired with the proceeds of Loan;
(d) with the consent of the Committee, to settle,
submit to arbitration, compromise, contest, prosecute or
abandon claims and demands in favor of or against the
Trust Fund;
- 12 -<PAGE>
(e) to vote or to give any consent with respect to
any securities, including any Company Stock, held by the
Trust either in person or by proxy for any purpose, pro-
vided that the Trustee shall vote, tender or exchange
all shares of Company Stock as provided in Section 5.4;
(f) to exercise any of the powers and rights of an
individual owner with respect to any asset of the Trust
Fund and to perform any and all other acts that in its
judgment are necessary or appropriate for the proper
administration of the Trust Fund, even though such pow-
ers, rights and acts are not specifically enumerated in
this Agreement;
(g) to employ such accountants, actuaries, invest-
ment bankers, appraisers, other advisors and agents as
may be reasonably necessary in collecting, managing,
administering, investing, valuing, distributing and pro-
tecting the Trust Fund or the assets thereof or any bor-
rowings of the Trustee made in accordance with Section
5.3(c); and to pay their reasonable fees and expenses,
which shall be deemed to be expenses of the Trust and
for which the Trustee shall be reimbursed in accordance
with Section 4.1;
(h) to cause any asset of the Trust Fund to be
issued, held or registered in the Trustee's name or in
the name of its nominee, or in such form that title will
pass by delivery, provided that the records of the
Trustee shall indicate the true ownership of such asset;
(i) to utilize another entity as custodian to
hold, but not invest or otherwise manage or control,
some or all of the assets of the Trust Fund; and
(j) to consult with legal counsel (who may also be
counsel for the Trustee generally) with respect to any
of its duties or obligations hereunder; and to pay the
reasonable fees and expenses of such counsel, which
shall be deemed to be expenses of the Trust and for
which the Trustee shall be reimbursed in accordance with
Section 4.1.
Notwithstanding the foregoing, neither the Trust nor the
Trustee shall have any power to, and shall not, engage
in any trade or business.
- 13 -<PAGE>
5.4. Voting and Tendering of Company Stock.
(a) Voting of Company Stock. The Trustee shall
follow the directions of the trustee of any trust established
under a DC Plan as to the manner in which shares of Company
Stock held by the Trust are to be voted on each matter
brought before an annual or special stockholders' meeting of
the Company or the manner in which any consent is to be exe-
cuted, in each case as provided below. Before each such
meeting of stockholders, the Trustee shall cause to be fur-
nished to the trustee of each trust established under a DC
Plan a copy of the proxy solicitation material received by
the Trustee, together with a form requesting confidential
instructions as to how to vote the shares of Company Stock
held by the Trustee. Upon timely receipt of the DC Plans
Trustee Certification, the Trustee shall on each such matter
vote the number of shares (including fractional shares) of
Company Stock held by the Trust as follows:
The Trustee shall, with respect to each DC Plan,
assign to each DC Participant, a number of shares (the "DC
Participant Directed Amount") equal to the product of (i) the
total number of shares of Common Stock held in the Trust
Fund, and (ii) a fraction, the numerator of which is the num-
ber of shares of Company Stock allocated from the Trust Fund
to such DC Participant's account in the DC Plan for the most
recent preceding Trust Year and the denominator of which is
the total number of shares of Company Stock contributed by
the Trustee to the trustees of the trusts established under
all the DC Plans with respect to such Trust Year, in each
case, as reflected in the DC Plans Trustee Certification.
Each share assigned to each DC Participant in accordance with
the previous sentence shall be voted in accordance with such
participant's direction to the trustee of the DC Plan in
which he participates with respect to shares of Company Stock
allocated to his account in such DC Plan, as reflected in the
DC Plans Trustee Certification. Any shares of Company Stock
which remain undirected pursuant to the foregoing provisions
shall be voted for, against or to abstain in the same propor-
tions as the shares of Company Stock for which the Trustee is
directed as provided above. Similar provisions shall apply
in the case of any action by shareholder consent without a
meeting.
(b) Tender or Exchange of Company Stock. The
Trustee shall use its best efforts timely to distribute or
cause to be distributed to the trustee of any trust estab-
lished under any DC Plan any written materials distributed to
stockholders of the Company generally in connection with any
- 14 -<PAGE>
tender offer or exchange offer, together with a form request-
ing confidential instructions on whether or not to tender or
exchange shares of Company Stock held in the Trust. Upon
timely receipt of the DC Plans Trustee Certification, the
Trustee shall tender or not tender the DC Participant Di-
rected Amount for each DC Participant in accordance with such
participant's direction to the trustee of the DC Plan in
which he participates with respect to shares of Company Stock
allocated to his account in such DC Plan, as set forth in the
DC Plans Trustee Certification. The trustee of any DC Plan
shall not be limited in the number of instructions to tender
or withdraw from tender which it may give but shall not have
the right to give instructions to tender or withdraw from
tender after a reasonable time established by the Trustee.
If the Trustee shall not receive timely instruction by means
of the DC Plans Trustee Certification as to the manner in
which to respond to such a tender or exchange offer, the
Trustee shall not tender or exchange any shares of Company
Stock with respect to which the trustee of any DC Plan has
the right of direction, and the Trustee shall have no discre-
tion in such matter.
(c) The Company shall maintain appropriate proce-
dures to ensure that all instructions by DC Participants are
collected, tabulated, and transmitted to the trustees under
the DC Plans and to the Trustee without being divulged or
released to any person affiliated with the Company or its
affiliates. All actions taken by DC Participants and the
contents of the DC Plans Trustee Certification shall be held
confidential by the Trustee and shall not be divulged or re-
leased to any person, other than (i) agents of the Trustee
who are not affiliated with the Company or its affiliates or
(ii) by virtue of the execution by the Trustee of any proxy,
consent or letter of transmittal for the shares of Company
Stock held in the Trust.
5.5. Indemnification.
(a) The Company shall and hereby does indemnify
and hold harmless the Trustee from and against any claims,
demands, actions, administrative or other proceedings, causes
of action, liability, loss, cost, damage or expense (includ-
ing reasonable attorneys' fees), which may be asserted
against it, in any way arising out of or incurred as a result
of its action or failure to act in connection with the op-
eration and administration of the Trust; provided that such
indemnification shall not apply to the extent that the
Trustee has acted in willful or negligent violation of appli-
cable law or its duties under this Trust or in bad faith.
The Trustee shall be under no liability to any person for any
- 15 -<PAGE>
loss of any kind which may result (i) by reason of any action
taken by it in accordance with any direction of the Committee
or any DC Participant acting pursuant to Section 5.4 (herein-
after collectively referred to as the "directing partici-
pants"), (ii) by reason of its failure to exercise any power
or authority or to take any action hereunder because of the
failure of any such directing participant to give directions
to the Trustee, as provided for in this Agreement, or (iii)
by reason of any act or omission of any of the directing par-
ticipants with respect to its duties under this Trust. The
Trustee shall be fully protected in acting upon any instru-
ment, certificate, or paper delivered by the Committee or any
DC Participant or beneficiary and believed in good faith by
the Trustee to be genuine and to be signed or presented by
the proper person or persons, and the Trustee shall be under
no duty to make any investigation or inquiry as to any state-
ment contained in any such writing, but may accept the same
as conclusive evidence of the truth and accuracy of the
statements therein contained.
(b) The Company may, but shall not be required to,
maintain liability insurance to insure its obligations here-
under. If any payments made by the Company or the Trust pur-
suant to this indemnity are covered by insurance, the Company
or the Trust (as applicable) shall be subrogated to the
rights of the indemnified party against the insurance com-
pany.
(c) Without limiting the generality of the fore-
going, the Company may, at the request of the Trustee, ad-
vance to the Trustee reasonable amounts of expenses, includ-
ing reasonable attorneys' fees and expenses, which the
Trustee advises have been incurred in connection with its
investigation or defense of any claim, demand, action, cause
of action, administrative or other proceeding arising out of
or in connection with the Trustee's performance of its duties
under this Agreement.
5.6. General Duty to Communicate to Committee. The
Trustee shall promptly notify the Committee of all commu-
nications with or from any government agency or with respect
to any legal proceeding with regard to the Trust and with or
from any Plan Participants concerning their entitlements un-
der the Plans or the Trust.
- 16 -<PAGE>
ARTICLE 6.
Accounts and Reports of Trustee
6.1. Records and Accounts of Trustee. The Trustee
shall maintain accurate and detailed records and accounts of
all transactions of the Trust, which shall be available at
all reasonable times for inspection or audit by any person
designated by the Company and which shall be retained as re-
quired by applicable law.
6.2. Fiscal Year. The fiscal year of the Trust
shall be the twelve month period beginning on January 1 and
ending on December 31.
6.3. Reports of Trustee. The Trustee shall prepare
and present to the Committee a report for the period ending
on the last day of each fiscal year, and for such shorter
periods as the Committee may reasonably request, listing all
securities and other property acquired and disposed of and
all receipts, disbursements and other transactions effected
by the Trust after the date of the Trustee's last account,
and further listing all cash, securities, and other property
held by the Trust, together with the fair market value there-
of, as of the end of such period. In addition to the fore-
going, the report shall contain such information regarding
the Trust Fund's assets and transactions as the Committee in
its discretion may reasonably request.
6.4. Final Report. In the event of the resignation
or removal of a Trustee hereunder, the Committee may request
and the Trustee shall then with reasonable promptness submit,
for the period ending on the effective date of such resigna-
tion or removal, a report similar in form and purpose to that
described in Section 6.3.
ARTICLE 7.
Succession of Trustee
7.1. Resignation of Trustee. The Trustee or any
successor thereto may resign as Trustee hereunder at any time
upon delivering a written notice of such resignation, to take
effect sixty (60) days after the delivery thereof to the Com-
mittee, unless the Committee accepts shorter notice; pro-
vided, however, that no such resignation shall be effective
until a successor Trustee has assumed the office of Trustee
hereunder.
- 17 -<PAGE>
7.2. Removal of Trustee. The Trustee or any suc-
cessor thereto may be removed by the Company by delivering to
the Trustee so removed an instrument executed by the Commit-
tee. Such removal shall take effect at the date specified in
such instrument, which shall not be less than sixty (60) days
after delivery of the instrument, unless the Trustee accepts
shorter notice; provided, however, that no such removal shall
be effective until a successor Trustee has assumed the office
of Trustee hereunder.
7.3. Appointment of Successor Trustee. Whenever
the Trustee or any successor thereto shall resign or be re-
moved or a vacancy in the position shall otherwise occur, the
Board of Directors shall use its best efforts to appoint a
successor Trustee as soon as practicable after receipt by the
Committee of a notice described in Section 7.1, or the deliv-
ery to the Trustee of a notice described in Section 7.2, as
the case may be, but in no event more than seventy-five (75)
days after receipt or delivery, as the case may be, of such
notice. A successor Trustee's appointment shall not become
effective until such successor shall accept such appointment
by delivering its acceptance in writing to the Company. If a
successor is not appointed within such 75 day period, the
Trustee, at the Company's expense, may petition a court of
competent jurisdiction for appointment of a successor.
7.4. Succession to Trust Fund Assets. The title to
all property held hereunder shall vest in any successor
Trustee acting pursuant to the provisions hereof without the
execution or filing of any further instrument, but a resign-
ing or removed Trustee shall execute all instruments and do
all acts necessary to vest title in the successor Trustee.
Each successor Trustee shall have, exercise and enjoy all of
the powers, both discretionary and ministerial, herein con-
ferred upon its predecessors. A successor Trustee shall not
be obliged to examine or review the accounts, records, or
acts of, or property delivered by, any previous Trustee and
shall not be responsible for any action or any failure to act
on the part of any previous Trustee.
7.5. Continuation of Trust. In no event shall the
legal disability, resignation or removal of a Trustee termi-
nate the Trust, but the Board of Directors shall forthwith
appoint a successor Trustee in accordance with Section 7.3 to
carry out the terms of the Trust.
7.6. Changes in Organization of Trustee. In the
event that any corporate Trustee hereunder shall be converted
into, shall merge or consolidate with, or shall sell or
transfer substantially all of its assets and business to,
- 18 -<PAGE>
another corporation, state or federal, the corporation re-
sulting from such conversion, merger or consolidation, or the
corporation to which such sale or transfer shall be made,
shall thereunder become and be the Trustee under the Trust
with the same effect as though originally so named.
7.7. Continuance of Trustee's Powers in Event of
Termination of the Trust. In the event of the termination of
the Trust, as provided herein, the Trustee shall dispose of
the Trust Fund in accordance with the provisions hereof. Un-
til the final distribution of the Trust Fund, the Trustee
shall continue to have all powers provided hereunder as nec-
essary or expedient for the orderly liquidation and distribu-
tion of the Trust Fund.
ARTICLE 8.
Amendment or Termination
8.1. Amendments. Except as otherwise provided
herein, the Company may amend the Trust at any time and from
time to time in any manner which it deems desirable, provided
that no amendment which would adversely affect the contingent
rights of Plan Participants may change (a) the allocation
formula contained in Section 3.1 or Section 3.2 so as to
change the Fair Market Value in any Trust Year of the Avail-
able Shares or the Excess Shares, (b) the terms of Section
3.3, (c) the Target Value reflected on Schedule B with re-
spect to any Trust Year, (d) the provisions of Section 2.2 as
to the use of dividends in excess of the amounts reflected on
Schedule C, (e) the provisions of Section 5.4, (f) the provi-
sions of Section 8.2, (g) the provisions of this Section 8.1,
or (h) change the duties of the Trustee without the Trustee's
consent, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, the Company shall retain the
power under all circumstances to amend the Trust to correct
any errors or clarify any ambiguities or similar issues of
interpretation in this Agreement.
8.2. Termination. Subject to the terms of Section
3.3(c) and this Section 8.2, the Trust shall terminate on
September 8, 2012 or any earlier date on which the Loan is
paid in full (the "Termination Date"). The Board of Direc-
tors may terminate the Trust at any time prior to the Termi-
nation Date. The Trust shall also terminate automatically
upon the Company giving the Trustee notice of a Change of
Control. Immediately upon a termination of the Trust, the
Company shall be deemed to have forgiven all amounts then
outstanding under the Loan. As soon as practicable after
- 19 -<PAGE>
receiving notice from the Company of a Change of Control or
upon any other termination of the Trust, the Trustee shall
sell all of the Company Stock and other non-cash assets (if
any) then held in the Trust Fund as directed by the Committee
in good faith taking into account the interests of a broad
cross-section of individuals employed by the Company. The
proceeds of such sale shall first be returned to the Company
up to an amount equal to the principal amount, plus any ac-
crued interest, of the Loan that was forgiven upon such ter-
mination. Subject to the provisions of Section 3.3(c), any
funds remaining in the Trust after such payment to the Com-
pany shall be distributed with reasonable promptness to a
broad cross-section of Plan Participants or to individuals
employed by the Company generally or to any benefit plan or
trust in which a broad cross-section of individuals employed
by the Company participate, as the Committee may in good
faith determine taking into account the best interests of the
individuals employed by the Company.
8.3. Form of Amendment or Termination. Any amend-
ment or termination of the Trust shall be evidenced by an
instrument in writing signed by an authorized officer of the
Company, certifying that said amendment or termination has
been authorized and directed by the Company or the Board of
Directors, as applicable, and, in the case of any amendment,
shall be consented to by signature of an authorized officer
of the Trustee, if required by Section 8.1.
ARTICLE 9.
Miscellaneous
9.1. Controlling Law. The laws of the State of
Delaware shall be the controlling law in all matters relating
to the Trust, without regard to conflicts of law.
9.2. Committee Action. Any action required or per-
mitted to be taken by the Committee may be taken on behalf of
the Committee by any individual so authorized. The Company
shall furnish to the Trustee the name and specimen signature
of each member of the Committee upon whose statement of a
decision or direction the Trustee is authorized to rely. Un-
til notified of a change in the identity of such person or
persons, the Trustee shall act upon the assumption that there
has been no change.
9.3. Notices. All notices, requests, or other com-
munications required or permitted to be delivered hereunder
- 20 -<PAGE>
shall be in writing, delivered by registered or certified
mail, return receipt requested as follows:
To the Company:
Viad Corp
1850 North Central Avenue
Phoenix, Arizona 85077
Attention: General Counsel
To the Trustee:
Wells Fargo Bank of Arizona, N.A.
100 West Washington
MAC # 4101-086
Phoenix, Arizona 85003
Attention: Patricia A. Cross
Any party hereto may from time to time, by written notice
given as aforesaid, designate any other address to which no-
tices, requests or other communications addressed to it shall
be sent.
9.4. Severability. If any provision of the Trust
shall be held illegal, invalid or unenforceable for any rea-
son, such provision shall not affect the remaining parts
hereof, but the Trust shall be construed and enforced as if
said provision had never been inserted herein.
9.5. Protection of Persons Dealing with the Trust.
No person dealing with the Trustee shall be required or en-
titled to monitor the application of any money paid or prop-
erty delivered to the Trustee, or determine whether or not
the Trustee is acting pursuant to authorities granted to it
hereunder or to authorizations or directions herein required.
9.6. Tax Status of Trust. It is intended that the
Company, as grantor hereunder, be treated as the owner of the
entire Trust and the trust assets under Section 671, et seq.
of the Code. Until advised otherwise, the Trustee may pre-
sume that the Trust is so characterized for federal income
tax purposes and shall make all filings of tax returns on
that presumption.
9.7. Participants to Have No Interest in the Com-
pany by Reason of the Trust. Neither the creation of the
Trust nor anything contained in the Trust shall be construed
- 21 -<PAGE>
as giving any person, including any individual employed by
the Company or any subsidiary of the Company, any equity or
interest in the assets, business, or affairs of the Company
except to the extent that any such individuals are entitled
to exercise stockholder rights with respect to Company Stock
pursuant to Section 5.4.
9.8. Nonassignability. No right or interest of any
person to receive distributions from the Trust shall be as-
signable or transferable, in whole or in part, either di-
rectly or by operation of law or otherwise, including, but
not by way of limitation, execution, levy, garnishment, at-
tachment, pledge, or bankruptcy, but excluding death or men-
tal incompetency, and no right or interest of any person to
receive distributions from the Trust shall be subject to any
obligation or liability of any such person, including claims
for alimony or the support of any spouse or child.
9.9. Gender and Plurals. Whenever the context re-
quires or permits, the masculine gender shall include the
feminine gender and the singular form shall include the plu-
ral form and shall be interchangeable.
9.10. Counterparts. This Agreement may be exe-
cuted in any number of counterparts, each of which shall be
considered an original.
- 22 -<PAGE>
IN WITNESS WHEREOF, the Company and the Trustee
have caused this Agreement to be signed, and their seals af-
fixed hereto, by their authorized officers all as of the day,
month and year first above written.
VIAD CORP
By /s/ Frederick G. Emerson
Frederick G. Emerson
Vice President and Secretary
WELLS FARGO BANK OF ARIZONA, N.A.
By /s/ Patricia A. Cross
Patricia A. Cross
Assistant Vice President
- 23 -<PAGE>
SCHEDULE A
1. Viad Corp Supplemental Pension Plan
2. Viad Companies Medical Plans
3. Viad Corporation Health Care Plan
4. 1973 Stock Option Plan
5. 1983 Stock Option and Incentive Plan
6. Viad Corp 1992 Stock Incentive Plan
7. Viad Corp Management Incentive Plan (including underly-
ing Lines of Business Plans)
8. Viad Corp Performance Unit Incentive Plan<PAGE>
SCHEDULE B
Trust Year Target Value ($)*
1992 14,400,000
1993 40,600,000
1994 25,400,000
1995 20,200,000
1996 23,500,000
1997 27,000,000
1998 30,500,000
1999 34,400,000
2000 39,000,000
2001 44,200,000
2002 50,200,000
2003 57,200,000
2004 65,300,000
2005 74,700,000
2006 85,500,000
2007 98,100,000
* The Target Value for whole or partial years after the date of
the Distribution shall be x - (x times y), where x is the amount
set forth under Target Value and y is the Distribution Fraction.<PAGE>
SCHEDULE C
Trust Year Dividends ($)
1996 $3,825,000
1997 2,650,000
1998 2,700,000
1999 2,750,000
2000 2,750,000
2001 2,700,000
2002 2,600,000
2003 2,450,000
2004 2,150,000
2005 1,750,000
2006 1,250,000
2007 500,000
