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As filed with the Securities and Exchange Commission
on November 21, 1995
Registration No. 33-
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE DIAL CORP
(Exact name of registrant as specified in its charter)
Delaware 36-1169950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Dial Tower, Phoenix, Arizona 85077
(Address of Principal Executive Offices) (Zip Code)
DIAL CONSUMER PRODUCTS GROUP 401(K)
PLAN--FORT MADISON AND AURORA
(Full title of plan)
--------------
L. Gene Lemon, Esq.
Vice President-General Counsel
The Dial Corp
Dial Tower
Phoenix, Arizona 85077
(Name and address of agent for service)
(602) 207-4000
(Telephone number, including area code,
of agent for service)
---------------
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be Offering Price Aggregate Amount of
to be Registered Per Share Offering Price Registration
Registered (1) (2) (2) Fee
- ------------------------------------------------------------------------
Common 50,000 $24.75 $1,237,500 $426.72
Stock
$1.50 par
value (1)(2)
- ------------------------------------------------------------------------
(1) Represents maximum aggregate number of shares of Common Stock
issuable under the Plan that are covered by this Registration
Statement pursuant to Rule 457(h). This Registration Statement
also pertains to Rights to purchase shares of Junior Participating
Preferred Stock of the Registrant (the "Rights"). One Right is
included with each share of Common Stock. Until the occurrence of
certain prescribed events, the Rights are not exercisable, are
evidenced by the certificates for the Common Stock and will be
transferred along with and only with such securities. Thereafter,
separate Rights certificates will be issued representing one Right
for each share of Common Stock held, subject to adjustment pursuant
to antidilution provisions.
(2) The amounts are based upon the average of the high and low sale
prices for the Common Stock as reported on the New York Stock
Exchange on November 16, 1995, and are used solely for the purpose
of calculating the registration fee pursuant to Rule 457(c) under
the Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not
being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the
"SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents previously filed by The Dial Corp
(the "Corporation") with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof:
(1) The Annual Report on Form 10-K filed by the Corporation
for the year ended December 31, 1994.
(2) The Annual Report on Form 11-K filed by Dial Consumer
Products Group 401(k) Plan--Fort Madison and Aurora for the year
ended December 31, 1994.
(3) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (1) above.
(4) The description of the Corporation's Common Stock
contained in the Corporation's Registration Statement on Form 8-B
filed with the SEC pursuant to Section 12 of the Exchange Act on
February 25, 1992.
(5) The description of the Corporation's Rights contained
in the Corporation's Registration Statement on Form 8-A filed
with the SEC pursuant to Section 12 of the Exchange Act on
February 24, 1992.
In addition, all documents filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference and to
be a part hereof from the date of filing of such documents.
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Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the securities offered pursuant to this
Registration Statement has been passed upon for the Corporation
by L. Gene Lemon, Vice President-General Counsel of the
Corporation. Mr. Lemon owns, and has options to purchase, shares
of Common Stock of the Corporation.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Restated Certificate of Incorporation (the "Certificate
of Incorporation") of the Corporation provides that each person
who is or was or had agreed to become a director or officer of
the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Board of Directors of
the Corporation or an officer of the Corporation as an employee
or agent of the Corporation or as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by
the Corporation, in accordance with the Bylaws, to the full
extent permitted from time to time by Delaware law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment)
or any other applicable laws as presently or hereafter in effect.
In addition, the Corporation may enter into one or more
agreements with any person providing for indemnification greater
or different than that provided in the Certificate of
Incorporation.
The Bylaws of the Corporation (the "Bylaws") provide that
each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit, or
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proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or
she or a person of whom he or she is the legal representative is
or was a director, officer or employee of the Corporation or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis
of such Proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, will be
indemnified and held harmless by the Corporation to the fullest
extent authorized by Delaware law as the same exists or may in
the future be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys, fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification will
continue as to a person who has ceased to be a director, officer,
employee or agent and will inure to the benefit of his or her
heirs, executors and administrators; however, except as described
in the following paragraph with respect to Proceedings to enforce
rights to indemnification, the Corporation will indemnify any
such person seeking indemnification in connection with a
Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
Pursuant to the Bylaws, if a claim described in the
preceding paragraph is not paid in full by the Corporation within
thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the
claim, and, if successful in whole or in part, the claimant will
be entitled to be paid also the expense of prosecuting such
claims. The Bylaws provide that it will be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any Proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware (the
"Delaware Law") for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense will
be on the Corporation. The Certificate of Incorporation and the
Bylaws provide that any such determination will be made by
independent legal counsel selected by the claimant, approved by
the Board of Directors of the Corporation (the "Board") (which
approval may not be unreasonably withheld) and retained by the
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Board on behalf of the Corporation. Neither the failure of the
Corporation (including the Board, independent legal counsel or
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware Law, nor
an actual determination by the Corporation (including the Board,
independent legal counsel or stockholders) that the claimant has
not met such applicable standard of conduct, will be a defense to
the action or create a presumption that the claimant has not met
the applicable standard of conduct.
The Bylaws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance
of its final disposition conferred in the Bylaws will not be
exclusive of any other right which any person may have or may in
the future acquire under any statute, provision of the
Certificate of Incorporation, the Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise. The Bylaws
permit the Corporation to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware Law. The Corporation has obtained directors
and officers liability insurance providing coverage to its
directors and officers. In addition, the Bylaws authorize the
Corporation, to the extent authorized from time to time by the
Board, to grant rights to indemnification, and rights to be paid
by the Corporation the expenses incurred in defending any
Proceeding in advance of its final disposition, to any agent of
the Corporation to the fullest extent of the provisions of the
Bylaws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Corporation.
The Bylaws provide that the right to indemnification
conferred therein is a contract right and includes the right to
be paid by the Corporation the expenses incurred in defending any
such Proceeding in advance of its final disposition, except that
if Delaware law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a Proceeding will be made
only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so
advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under the Bylaws or
otherwise.
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The Corporation has entered into indemnification agreements
with each of the Corporation's directors. The indemnification
agreements, among other things, require the Corporation to
indemnify the officers and directors to the fullest extent
permitted by law, and to advance to the directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. The
Corporation must also indemnify and advance all expenses incurred
by directors seeking to enforce their rights under the
indemnification agreements, and cover directors under the
Corporation's directors' liability insurance. Although the form
of indemnification agreement offers substantially the same scope
of coverage afforded by provisions in the Certificate of
Incorporation and the Bylaws, it provides greater assurance to
directors that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by the
Board or by the stockholders to eliminate the rights it provides,
an action that is possible with respect to the relevant
provisions of the Bylaws, at least as to prospective elimination
of such rights.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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Exhibit
Number Description
- ------- -----------
4.1 - Restated Certificate of Incorporation of the
Registrant filed as Exhibit (3)(A) to Registrant's
1991 Form 10-K.*
4.2 - Bylaws of the Registrant filed as Exhibit (3)(B)
to Registrant's 1991 Form 10-K.*
4.3 - Dial Consumer Products Group 401(k) Plan--Fort
Madison and Aurora.
4.4 - Rights Agreement dated as of February 15, 1992
between the Registrant and the Rights Agent named
therein filed as Exhibit 4.4 to Registrant's Form
S-8 Registration Statement for The Dial Corp 1992
Stock Incentive Plan.*
5 - Opinion of the Registrant's General Counsel as to
the legality of securities offered under the Dial
Consumer Products Group 401(k) Plan--Fort Madison
and Aurora.
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23.1 - Consent of Independent Auditors, Deloitte & Touche
LLP.
23.2 - Consent of Counsel (contained in the Opinion of
the Registrant's General Counsel, Exhibit 5
hereto).
24 - Power of Attorney (included on signature page of
this Registration Statement).
- ----------------------------------
* Incorporated herein by reference.
Item 9. Undertakings.
------------
(a) The Corporation hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually, or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Experts
- -------
The financial statements incorporated in this Registration
Statement on Form S-8 by reference from the Corporation's Annual
Report on Form 10-K for the year ended December 31,1994, have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which report expresses an unqualified
opinion and includes an explanatory paragraph referring to the
Corporation's change in the method of accounting for
postretirement benefits other than pensions in 1992), which is
incorporated herein by reference, and has been so incorporated in
reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, and
State of Arizona, on the 16th day of November, 1995.
THE DIAL CORP
By: /s/ John W. Teets
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
appoints Richard C. Stephan, as his attorney-in-fact, with full power
of substitution and resubstitution, to sign and file on his or her
behalf individually and in each such capacity stated below any and all
amendments and post-effective amendments to this Registration
Statement, as fully as such person could do in person, hereby
verifying and confirming all that said attorney-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
Principal Executive
Officer
/s/ John W. Teets Director; Chairman 11/16/95
and Chief
Executive Officer
Principal Financial
Officer
/s/ Ronald G. Nelson Vice President-Finance 11/16/95
and Treasurer
Principal Accounting
Officer
/s/ Richard C. Stephan Vice President-Controller 11/16/95
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Directors
/s/ Joe T. Ford 11/16/95
/s/ Thomas L. Gossage 11/16/95
/s/ Donald E. Guinn 11/16/95
/s/ Jess Hay 11/16/95
/s/ Judith K. Hofer 11/16/95
/s/ Andrew S. Patti 11/16/95
/s/ Jack F. Reichert 11/16/95
/s/ Linda Johnson Rice 11/16/95
/s/ Dennis C. Stanfill 11/16/95
/s/ A. Thomas Young 11/16/95
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrators have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Phoenix, State of Arizona, on the 16th day of November,
1995.
DIAL CONSUMER PRODUCTS GROUP
401(K) PLAN--FORT MADISON AND
AURORA
By: /s/ Geri Gallegos
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Exhibit 4.3
DIAL CONSUMER PRODUCTS GROUP
401(K) PLAN FOR HOURLY
EMPLOYEES
AT
FORT MADISON AND AURORA
(Restated June 29, 1995)
(Approved August 7, 1995)
<PAGE> 2
DIAL CONSUMER PRODUCTS GROUP
401(k) PLAN FOR HOURLY
EMPLOYEES AT FORT MADISON AND AURORA
TABLE OF CONTENTS
PAGE
Article I: Purpose
Article II: Definitions and Construction
2.1 Definitions
2.2 Construction
Article III: Participation
3.1 Participation
3.2 Termination of Employment
3.3 Transfers
Article IV: Contributions
4.1 Employer Contributions
4.2 Code Section 401(k) Wage Reduction
4.3 Employee Contributions
4.4 After-Tax Wage Reduction
4.5 Rollover Amount From Other Plans
Article V: Allocations to Participant's Account
5.1 Individual Accounts
5.2 Account Adjustments
5.3 Actual Deferral Percentage Test
5.4 Average Contribution Percentage Test
5.5 Distribution of Excess Aggregate Contributions
5.6 Distribution of Excess Elective Deferrals
5.7 Distribution of Excess Contributions
5.8 Recharacterization
5.9 Maximum Additions
5.10 Recognition of Different Investment Funds
Article VI: Benefits
6.1 Entitlement to Benefits
6.2 Death
6.3 Payment of Benefits
6.4 Designation of Beneficiary
6.5 Withdrawals
6.6 Spousal Consent
6.7 Debiting of Investment Funds
6.8 Required Distributions
6.9 Distribution Requirements
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Article VII: Investment Options, Trust Fund
7.1 Investment Options
7.2 Investment of Contributions
7.3 Investment Transfers
7.4 Transfer of Assets
7.5 Trust Fund
7.6 Tender Offers
7.7 Voting of Dial Stock
Article VIII: Administration
8.1 Allocation of Responsibility Among Fiduciaries
for Plan and Trust Administration
8.2 Appointment of Committee
8.3 Claims Procedure
8.4 Records and Reports
8.5 Other Committee Powers and Duties
8.6 Rules and Decisions
8.7 Committee Procedures
8.8 Authorization of Benefit Payments
8.9 Application and Forms for Benefits
8.10 Facility of Payment
8.11 Indemnification of the Committee
Article IX: Miscellaneous
9.1 Nonguarantee of Employment
9.2 Rights to Trust Assets
9.3 Nonalienation of Benefits
9.4 Nonforfeitability of Benefits
Article X: Amendments and Action by Employer
10.1 Amendments
Article XI: Successor Employer and Merger or
Consolidation of Plans
11.1 Successor Employer
11.2 Conditions Applicable to Mergers or Consolidations
of Plans
Article XII: Plan Termination
12.1 Right to Terminate
12.2 Partial Termination
12.3 Liquidation of the Trust Fund
Article XIII: Adoption of Plan
13.1 Adoption Agreement
APPENDIX A:
<PAGE> 4
DIAL CONSUMER PRODUCTS GROUP
401(K) PLAN FOR HOURLY
EMPLOYEES AT FORT MADISON
AND AURORA
ARTICLE I. - PURPOSE
This Plan has been established, effective as of October 1, 1991,
to receive a direct transfer of assets from The Dial Corporation
Employees' Capital Accumulation Plan and thereafter to allow
Participants to continue to elect to make Internal Revenue Code
Section 401(k) pretax contributions and also to begin receiving
related Company matching contributions, as provided hereunder in
accordance with the collective bargaining agreement applicable to
this Plan. Except as otherwise provided, the Plan provisions set
forth herein are applicable only to Eligible Employees in the
employ of the Company on or after October 1, 1991. With respect
to any Participant who has a balance transferred directly to this
Plan from The Dial Corporation Employees' Capital Accumulation
Plan, as well as with respect to such transferred balance and
investment adjustments to that balance, this Plan, to the full
extent legally required, shall be treated as a continuation of
such transferor plan, shall include all the Participant's years
of active participation in such transferor plan prior to his or
her participation in this Plan, and shall preserve all valuable
rights of the Participant that are legally protected, as well as
all withdrawal restrictions that are legally required to be
maintained.
ARTICLE II. - DEFINITIONS AND CONSTRUCTION
2.1 DEFINITIONS: Where the following words and phrases
appear in this Plan, they shall have the respective meanings set
forth in this Article, unless the context clearly indicates to
the contrary.
a) Account(s): One or all of the Employee Contribution
Account, Wage Reduction Contribution Account, Employer
Contribution Account, and Vested Rollover Contribution Account,
as the case may be, and as appropriate in the context of each
provision of the Plan containing such term, for each Participant.
b) Actual Deferral Percentage: Shall mean, for a specified
group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (1)
the amount of Employer contributions actually paid over to the
Trust on behalf of such Participant for the Plan Year to (2) the
Participant's Compensation for such Plan Year (whether or not the
Employee was a Participant for the entire Plan Year). Employer
contributions on behalf of any Participant shall include: (1)
any Elective Deferrals made pursuant to the Participant's
deferral election, including Excess Elective Deferrals of Highly
Compensated Employees, but excluding Elective Deferrals that are
<PAGE> 5
taken into account in the Contribution Percentage test (provided
the ADP test is satisfied both with and without exclusion of
these Elective Deferrals), and (2) at the election of the
employer, Matching Contributions. For purposes of computing
Actual Deferral Percentages, an Employee who would be a
Participant but for the failure to make Elective Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals
are made.
c) Adoption Agreement: The agreement executed by an Affiliate
Employer in order to adopt the Plan pursuant to the provisions of
Article XIII.
d) Affiliate: A subsidiary of The Dial Corp.
e) Aggregate Limit: The sum of (i) 125 percent of the greater
of the ADP of the Non-Highly Compensated Employees for the Plan
Year or the ACP of Non-Highly Compensated Employees under the
plan subject to Code Section 401(m) for the Plan Year beginning
with or within the Plan Year of the CODA and (ii) the lesser of
200% or two plus the lesser of such ADP or ACP. "Lesser" is
substituted for "greater" in "(i)" above, and "greater" is
substituted for "lesser" after "two plus the" in "(ii)" if it
would result in a larger Aggregate Limit.
f) Annual Additions: With respect to each Year, the total of
the Employer Contributions allocated to a Participant's Wage
Reduction Contribution Account and Employer Contribution Account,
plus the amount of after-tax contribution, if any, the
Participant made for such Year to a Participant's Employee
Contribution Account.
g) Authorized Leave of Absence: Any absence authorized by the
Employer under the Employer's standard personnel practices
provided that all persons under similar circumstances must be
treated alike in the granting of such Authorized Leaves of
Absence and provided further that the Employee returns to
employment with the Employer or retires within the period of
authorized absence. An absence due to service in the Armed
Forces of the United States shall be considered an Authorized
Leave of Absence provided that the Employee complies with all of
the requirements of Federal law in order to be entitled to
reemployment and provided further that the Employee returns to
employment with the Employer within the period provided by such
law.
h) Average Contribution Percentage: The average of the
Contribution Percentages of the Eligible Participants in a group.
i) Beneficiary: A person or persons (natural or otherwise)
designated by a Participant in accordance with the provisions of
Section 6.4 to receive any death benefit payable under this Plan.
j) CODA: A cash or deferred arrangement as described in
Section 401(k) of the Code.
<PAGE> 6
k) Code: The Internal Revenue Code of 1986, as amended.
l) Committee: The persons appointed pursuant to Article VIII
by the President of The Dial Corp Consumer Products Group to
assist The Dial Corp Consumer Products Group in the
administration of the Plan in accordance with said Article.
m) Compensation: the total of all amounts paid to a
Participant by the Employer for personal services including for
regular hours, vacation, sick, temporary disability, bereavement,
military, jury, holiday, birthday and retro pay to the extent and
as would be reported on the Participant's Federal Income Tax
Withholding Statement (Form W-2) had the Participant not been a
Participant under the Plan or any other plan sponsored by the
Employer which is qualified under Section 125 or 129 of the Code
exclusive of fringe benefits, overtime and bonuses, if any, and
excluding any benefits paid under this Plan, provided that for
purposes of allocating the Employer's contribution for the Year
in which a Participant begins or resumes Participation,
Compensation allocable to time periods before his or her
Participation began or resumed shall be disregarded.
The annual Compensation of each Participant taken into account
under the Plan for any year shall not exceed $200,000, as
adjusted by the Secretary of Treasury at the same time and in the
same manner as under Section 415 (d) of the Code. If, as a
result of the application of such rules the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated
among affected individuals in proportion to each such
individual's Compensation as determined under this Section prior
to the application of this limitation. In determining the
Compensation of a Participant for purposes of this limitation,
the rules of Section 414 (q) (6) of the Code shall apply except
in applying such rules, the term "Family" shall include only the
spouse of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the close of the
Year.
n) Contribution Percentage: The ratio (expressed as a
percentage) of the Participant's Contribution Percentage Amount
to the Participant's Compensation for the Plan Year (whether or
not the Employee was a Participant for the entire Plan Year).
o) Contribution Percentage Amount: The sum of the Employee
Contributions and Matching Contributions (to the extent not taken
into account for purposes of the ADP test) made under the plan on
behalf of the Participant for the Plan Year. Such Contribution
Percentage Amount shall include forfeitures of Excess Aggregate
Contributions allocated to the Participant's account which shall
be taken into account in the Year in which such forfeiture is
allocated. The Employer may elect to use Elective Deferrals in
the Contribution Percentage Amount so long as the ADP test is met
before the Elective Deferrals are used in the ACP test and
continues to be met following the exclusion of those elective
Deferrals that are used to meet the ACP test.
<PAGE> 7
p) Dial Stock: The common stock, $1.50 par value, of The Dial
Corp.
q) Disability: A physical or mental condition which, in the
sole judgement of the Committee, based upon medical reports and
other evidence satisfactory to the Committee, permanently
prevents an Employee from satisfactorily performing his or her
usual duties for the Employer and the duties of any other
position or job for the Employer for which such Employee is
qualified by reason of his or her training, education or
experience.
r) Effective Date: October 1, 1991, the date on which the
provisions of this Plan became effective, or any later date as
specified in Appendix A.
s) Elective Deferrals: Any Employer contributions made to the
Plan at the election of the Participant, in lieu of cash
compensation, and shall include contributions made pursuant to a
salary reduction agreement or other deferral mechanism. With
respect to any taxable year, a Participant's Elective Deferral is
the sum of all Employer contributions made on behalf of such
Participant pursuant to an election to defer under any qualified
CODA as described in Section 401(k) of the Code, any simplified
Employee pension cash or deferred arrangement as described in
Section 402(h) (1) (B), any eligible deferred compensation plan
under Section 457, any plan as described under Section 501(c)
(18), and any Employer contributions made on behalf of a
Participant for the purchase of an annuity contract under Section
403 (b) pursuant to a salary reduction agreement.
t) Eligible Employee: Any Employee who is covered by a
collective bargaining agreement between the Employer at company
operated facilities designated on Appendix A attached hereto and
by this reference made a part hereof, which calls for
participation in this Plan, and a union representing Employees
(hereinafter "Collective Bargaining Agreement").
u) Eligible Participant: Any Employee who is eligible to make
an Employee Contribution, or an Elective Deferral (if the
Employer takes such contributions into account in the calculation
of the Contribution Percentage) or to receive a Matching
Contribution. If an Employee Contribution is required as a
condition of Participation in the plan, any Employee who would be
a Participant in the Plan if such Employee made such a
contribution shall be treated as an Eligible Participant on
behalf of whom no employee Contributions are made.
v) Employee: Any person who is actively employed by an
Employer or an Affiliate.
<PAGE> 8
w) Employee Contribution: Any contribution made to the Plan by
or on behalf of a Participant that is included in the
Participant's gross income in the year in which made and that is
maintained under a separate account to which earnings and losses
are allocated.
x) Employee Contribution Account: The account maintained
pursuant to Section 4.3 hereof, to record for a Participant his
or her after-tax contributions and adjustments relating thereto.
y) Employer: The Dial Corp Consumer Products Group or any
Affiliate that has adopted and been accepted into the Plan
pursuant to Article XIII and is listed on Appendix A.
z) Employer Contribution Account: The account maintained
pursuant to Section 4.1(b), hereof, to record for a Participant
his or her share of the Matching Contribution, of the Employer,
if any, and adjustments relating thereto.
aa) Entry Date: the first day of each calendar quarter.
bb) ERISA: Public Law No. 93-406, the Employee Retirement
Income Security Act of 1974, as amended.
cc) Excess Aggregate Contributions: Shall mean, with respect to
any Plan Year, the excess of:
(1) The aggregate Contribution Percentage Amounts taken into
account in computing the numerator of the Contribution Percentage
actually made on behalf of Highly Compensated Employees for such
plan year, over
(2) The maximum Contribution Percentage Amounts permitted by the
ACP test (determined by reducing contributions made on behalf of
Highly Compensated Employees in order of their Contribution
Percentages beginning with the highest of such percentages).
Such determination shall be made after first determining Excess
Elective Deferrals and then determining Excess Contributions.
In computing the Average Contribution Percentage, the Employer
shall take into account, and include as Contribution Percentage
Amounts Elective Deferrals, and Qualified Non-elective
Contributions under this Plan or any other Plan of the Employer,
as provided by regulations.
Forfeitures of Excess Aggregate Contributions shall be:
(1) Applied to reduce Employer contributions for the Plan Year
in which the excess arose, but allocated as in (2), below, to the
extent the excess exceeds Employer contributions or the Employer
has already contributed for such Plan Year.
(2) Allocated, after all other forfeitures under the plan, to
the Matching Contribution account of each Non-Highly Compensated
Participant who made Elective Deferrals or Employee Contributions
in the ratio which each such Participant's Compensation for the
Plan Year bears to the total Compensation of all such
Participants for such Plan Year.
<PAGE> 9
dd) Excess Contribution: Shall mean, with respect to any Plan
Year, the excess of:
(1) The aggregate amount of Employer contributions actually
taken into account in computing the ADP of Highly Compensated
Employees for such Plan Year over
(2) The maximum amount of such contributions permitted by the
ADP test (determined by reducing contributions made on behalf of
Highly Compensated Employees in order of the ADPs, beginning with
the highest of such percentages).
ee) Excess Elective Deferrals: Shall mean those Elective
Deferrals that are includible in a Participant's gross income
under Section 402(g) of the Code to the extent such Participant's
Elective Deferrals for a taxable year exceed the dollar
limitation under such Code section. Excess Elective Deferrals
shall be treated as annual additions under the plan.
ff) Family Member: A member of the Employee's family as defined
in Section 414(q)(6) of the Code.
gg) Fiduciaries: The Committee (and any subcommittee thereof)
and the Trustee, but only with respect to the specific
responsibilities of each for Plan and Trust administration, all
as described in Section 8.1.
hh) Highly Compensated Employees: Includes active Highly
Compensated Employees and former Highly Compensated Employees.
An active Highly Compensated Employee includes any Employee who
performs services for the Employer during the determination year,
and who during the look-back year: (i) received compensation
from the Employer in excess of $75,000 as adjusted pursuant to
Section 415(d) of the Code); (ii) received compensation from the
Employer in excess of $50,000 (as adjusted pursuant to Section
415(d) of the Code) and was a member of the top-paid group for
such year; or (iii) was an officer of the Employer and received
Compensation during such year that is greater than 50% of the
dollar limitation in effect under Section 415(b)(1)(A) of the
Code. The term Highly Compensated Employee also includes: (i)
Employees who are both described in the preceding sentence if the
term "determination year" is substituted for the term "look-back
year" and the Employee is one of the 100 Employees who receive
the most Compensation from the Employer during the determination
year; and (ii) Employees who are 5-percent owners at any time
during the look-back year or determination year. If no officer
has satisfied the Compensation requirements of (iii) above during
either a determination year or look-back year, the highest paid
<PAGE> 10
officer for such year shall be treated as a Highly Compensated
Employee. For this purpose, the determination year shall be the
Plan Year. The look-back year shall be the twelve-month period
immediately preceding the determination year. A former Highly
Compensated Employee includes any Employee who separated from
service (or was deemed to have separated) prior to the
determination year, performs no service for the Employer during
the determination year, and was an active Highly Compensated
Employee for either the separation year or any determination year
ending on or after the Employee's 55th birthday.
If an Employee is, during a determination year or look-back year,
a Family Member of either a 5-percent owner who is an active or
former Employee or a Highly Compensated Employee who is one of
the 10 most Highly Compensated Employees ranked on the basis of
Compensation paid by the Employer during such year, then the
Family Member and the 5-percent owner or top ten Highly
Compensated Employee shall be aggregated. In such case, the
Family Member and 5-percent owner or top ten Highly Compensated
Employee shall be treated as a single Employee receiving
Compensation and Plan contributions or benefits equal to the sum
of such Compensation and contributions or benefits of the Family
Member and 5-percent owner or top ten Highly Compensated
Employee. For purposes of this Section, Family member includes
the spouse, lineal ascendants and descendants of the Employee or
former Employee and the spouses of such lineal ascendants and
descendants.
The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the Compensation that
is considered, will be made in accordance with Section 414 (q) of
the Code and the regulations thereunder.
The Employer may elect to use the calendar year to determine whether an
Employee is a Highly Compensated Employee (as defined in Treasury Regulations
under Section 414(q) of the Code) in the look-back year calculation. The
calendar year used will be the calendar year ending with or within the
determination year (as defined in the regulations under Section 414(q) of the
Code). The determination year shall be the months (if any) in the current Plan
Year which follow the end of the calendar year look-back year. If the Employer
elects to make the calendar year calculation election with respect to any plan,
entity or arrangement, such election must apply with respect to all plans,
entities and arrangements of the Employer.
ii) Income: The net gain or loss of the Trust Fund from
investments, as reflected by interest payments, dividends,
realized and unrealized gains and losses on securities, other
investment transactions and expenses paid from the Trust Fund.
In determining the Income of the Trust Fund as of any date,
assets shall be valued on the basis of their fair market value.
<PAGE> 11
jj) Matching Contribution: An Employer contribution made to
this or any other defined contribution plan on behalf of a
Participant on account of an Employee Contribution made by such
Participant, or on account of a Participant's elective Deferral,
under a plan maintained by the Employer. Such contributions
shall be subject to the distribution and nonforfeitability
requirements under Section 401(k) of the Code when made.
kk) Investment Fund(s): The investment funds described in
Section 7.1.
ll) Participant: An Employee participating in the Plan in
accordance with the provisions of Section 3.1.
mm) Participation: The period commencing as of the date the
Employee became a Participant and ending on the date his or her
employment with the Employer terminated in accordance with
Section 3.2, hereof.
nn) Plan: Dial Consumer Products Group 401(k) Plan For Hourly
Employees at Fort Madison and Aurora, the Plan set forth herein,
as amended from time to time.
oo) Plan Year: The 12-month period commencing on January 1 and
ending on December 31. The initial Year will be a short period
commencing on October 1, 1991 and ending December 31, 1991.
pp) Special Valuation Date: The date on which a special
valuation is made pursuant to Section 5.2.
qq) Trust (or Trust Fund): The fund known as Dial Consumer
Products Group 401(k) Plan For Hourly Employees at Fort Madison
and Aurora Trust, maintained in accordance with the terms of the
trust agreement, as from time to time amended, which constitutes
a part of the Plan.
rr) Trustee: The corporation or individuals appointed by the
Board of Directors of The Dial Corp to administer the Trust.
ss) Valuation Date: The last day of each calendar quarter.
tt) Vested Rollover Contribution Account: The account
maintained pursuant to Section 4.5, hereof, to record for a
Participant rollover amounts transferred to the Trust Fund and
adjustments relating thereto.
uu) Wage Reduction Contribution Account: The account maintained
to record for a Participant his or her pre-tax wage reduction
contributions made by the Employer pursuant to Section 4.1 (a)
and 4.2 hereof, and adjustments relating thereto.
2.2 CONSTRUCTION: The words "hereof," "hereunder," and
other similar compounds of the word "here" shall mean and refer
to the entire Plan and not to any particular provision or
Section. Article and Section headings are included for
convenience of reference and are not intended to add to, or
subtract from, the terms of the Plan.
<PAGE> 12
ARTICLE III. - PARTICIPATION
3.1 PARTICIPATION: An Eligible Employee shall become a
Participant as of the later of the Effective Date or the first
Entry Date coincident with or next following the last twelve
consecutive month period, i.e. the "Computation Period" as
defined in the U.S. Department of Labor Regulations, during which
he or she has at least 1,000 hours of service with the Employer,
provided in any case that said Eligible Employee has entered into
a duly executed wage reduction agreement under Section 4.2 in
advance of said Effective Date or Entry Date, as the case may be,
and has fulfilled the Plan's enrollment procedures as provided by
the Committee. Participation under the Plan shall cease and a
person shall no longer be a Participant upon termination of
employment with the Employer, as defined in Section 3.2, hereof.
After termination of employment, a rehired Eligible Employee may
become a Participant in the Plan on an Entry Date coincident with
or following the date of his or her reemployment upon entering
into a duly executed wage reduction agreement in advance of said
Entry Date and fulfilling all of the other Plan enrollment
procedures as required by the Committee. The term "Hour of
Service" shall mean for the purposes hereof, each hour (i) for
which an Eligible Employee is paid, or entitled to payment for
the performance of duties for the Employer during the applicable
computation period or (ii) during which the Eligible Employee is
absent due to vacation, holiday, temporary sickness, maternity or
paternity leave under ERISA Section 203(b), but in each case only
to the extent such Eligible Employee is entitled to payment for
the performance of his or her regular duties for the Employer, as
reasonably determined by the Committee consistent with U. S.
Department of Labor regulations, during the applicable
computation period.
3.2 TERMINATION OF EMPLOYMENT: Subject to the provisions
of Section 3.3(b) "termination of employment" shall be deemed to
be the date the Participant quit, was terminated or discharged
(for any reason, with or without cause, including, by reason of
Disability), died or retired.
3.3 TRANSFERS: (a) For the purpose of determining
eligibility to Participate in the Plan under Section 3.1, an
Eligible Employee shall receive credit for employment with an
Employer or any entity ("member of the Controlled Group") which
by reason of Code Section 414(b), or 414(m) is treated as a
single employer with The Dial Corp.
<PAGE> 13
(b) If a Participant (i) elects to defer distribution of his or
her benefit pursuant to Section 6.3(d), (ii) is transferred to
employment with a member of the Controlled Group that has not
adopted the Plan, (iii) becomes an Employee who is no longer
employed in a bargaining unit covered by a Collective Bargaining
Agreement, (iv) becomes an Employee who no longer fits the
definition of Eligible Employee or (v) ceases active employment
with an Employer, but is not terminated or discharged from
employment under Section 3.2 (i.e., on authorized leave of
absence, lay off, etc.), his or her Participation under the Plan
shall be suspended, provided, however, that during the period of
his or her inactive status or employment in such ineligible
position: (i) he or she shall cease to have any right to make
contributions pursuant to Article IV, hereof; (ii) he or she
shall continue to participate in Income allocations pursuant to
Section 5.2(a); (iii) the withdrawal privileges under the
provisions of Article VI shall continue to apply; and (iv) the
investment fund transfer provisions of Section 7.3 shall continue
to apply.
ARTICLE IV. - CONTRIBUTIONS
4.1 EMPLOYER CONTRIBUTIONS: (a) For each Year, the
Employer shall contribute an amount to a Participant's Wage
Reduction Contribution Account equal to the total amount of
contributions agreed to be made by it pursuant to a wage
reduction agreement under Section 4.2 entered into between the
Employer and the Participant for such Year. Contributions made
by the Employer for a given payroll period pursuant to wage
reduction agreements under Section 4.2 shall be promptly
deposited in the Trust Fund as soon as practicable after the
payroll period to which they relate.
(b): In addition, for each week in which an Elective
Deferral is made on behalf of a Participant, the Employer shall
contribute to that Participant's Employer Contribution Account,
in the form of a Matching Contribution, an amount equal to 25% of
the Participant's Elective Deferral for that week, or $4.00,
whichever amount is less. Amounts credited to a Participant's
Employer Contribution Account shall be 100% vested and non-forfeitable
at all times.
4.2 CODE SECTION 401(K) WAGE REDUCTION: (a) In addition
to the other terms and conditions herein, each Eligible Employee
shall enter into, prior to the Entry Date that such Eligible
Employee's Participation under the plan is to commence pursuant
to Section 3.1, a written wage reduction agreement with the
Employer which will be applicable to all payroll periods after
such Entry Date within such Year. The terms of any such wage
reduction agreement shall provide, for the purpose of Section
4.1(a) hereof, that the Eligible Employee as a Participant agrees
to accept a reduction in wage from the Employer equal to any
whole percentage of his Compensation per payroll period, not to
exceed 12% of such Compensation. In consideration of such
<PAGE> 14
agreement, the Employer will make a wage reduction contribution
to the Participant's Wage Reduction Contribution Account on
behalf of the Participant for such Year in an amount equal to the
total amount by which the Participant's Compensation from the
Employer was reduced during the Year pursuant to the wage
reduction agreement. Amounts credited to a Participant's Wage
Reduction Contribution Account are intended to qualify for income
tax deferral under 401(k) of the Code and, as such shall be 100%
vested and non-forfeitable at all times. If a Participant enters
into a wage reduction agreement with the Employer for a given
Year, his or her Compensation for such Year for all other
purposes of this Plan, except with respect to a wage deduction
agreement under Section 4.4, hereof, shall be equal to his or her
Compensation after application of the wage reduction agreement.
(b) Unless otherwise amended or terminated in accordance with
(ii), below, a Participant's wage reduction agreement shall be
deemed automatically renewed from year to year, while this Plan
remains in force and effect. Further, wage reduction agreements
shall include, but not by way of limitation, and be governed by
the following:
(i) A wage reduction agreement shall apply to each
payroll period during which an effective wage
reduction agreement is on file with the Employer.
(ii) A wage reduction agreement may be amended or
terminated by a Participant only once during each
calendar quarter if the purpose of the amendment
is to decrease or increase the percentage of such,
Participant's Compensation which is subject to
wage reduction during the remainder of such Year.
(iii) Any amendment or termination of a wage reduction
agreement shall be effective on the following
Entry Date after at least 30 days prior written
notice by a Participant in the form required by
the Employer.
(iv) The Employer may amend or revoke its wage
reduction agreement with any Participant at any
time, if the Committee determines that such
revocation or amendment is necessary to insure
that a Participant's Additions for any Year will
not exceed the limitations of Section 415 of the
Code or to insure that the discrimination tests of
Section 401(k) and 401(m) of the Code are met for
such Year.
(v) The Employer may revoke its wage reduction
agreements with all Participants or amend its wage
reduction agreements with all Participants on a
uniform basis, if it determines that it will not
have sufficient current or accumulated earnings to
make the contributions to the Plan that may be
required by the wage reduction agreements.
<PAGE> 15
(vi) Except as provided above, a wage reduction
agreement applicable to any given Year, once made,
may not be revoked or amended by the Participant.
(vii) No amounts may be withdrawn by a Participant from
any of his Accounts, except as provided in Section
6.5, hereof. All withdrawal elections shall be
made by a Participant on forms supplied by the
Committee for that purpose.
(c) The Committee may from time to time alter and/or add to the
requirements for wage reduction agreements expressed in Section
4.2(b). The Employer shall abide by the Committee's
determinations and directions with respect to all matters covered
in wage reduction agreements.
4.3 EMPLOYEE CONTRIBUTIONS: Subject to the provisions of Section 4.4,
hereof, a Participant may contribute each Year to an Employee Contribution
Account an amount pursuant to a written wage deduction agreement under Section
4.4 not intended to qualify for income tax deferral under Code Section 401(k),
but to be subtracted from such Participant's Compensation on an after-tax
basis. Amounts credited to a Participant's Employee Contribution Account shall
remain 100% vested and non-forfeitable at all times.
4.4 AFTER-TAX WAGE REDUCTION: A Participant may elect to
enter into a written wage reduction agreement with the Employer
which shall be in the form and substance acceptable to the
Employer and the Committee and will be applicable to each payroll
period during which an effective wage reduction agreement is on
file with the Employer. A wage reduction agreement may be
amended or terminated only once during each calendar quarter if
the purpose of the amendment is to decrease or increase the
percentage of such Participant's Compensation which is subject to
wage reduction agreement during the remainder of such Year. The
terms of such wage reduction agreement shall provide, among other
things, that for the purposes of Section 4.3 the Participant
agrees to accept a reduction from wage from the Employer equal to
any whole percentage of his Compensation per payroll period, not
to exceed 10% of such Compensation.
4.5 ROLLOVER AMOUNT FROM OTHER PLANS: (a) An Employee
eligible to Participate in the Plan, regardless of whether he or
she has satisfied the Participation requirements of Section 3.1,
may, with the approval of the Committee, in its sole and
exclusive discretion, transfer to the Trust Fund a "Qualifying
Rollover Distribution," defined in Section 402(a)(5)(E)(i) of the
Code as "1 or more distributions (I) within one taxable year of
the employee on account of a termination of the plan of which the
trust is part or, in the case of a profit-sharing stock bonus
<PAGE> 16
plan, a complete discontinuance of contributions under such plan,
or (II) which constitutes a lump sum distribution within the
meaning of subsection (e)(4)(A) (determined without reference to
subparagraphs (B) and (H) of subsection (e)(4) "which, in part,
defines lump sum distribution as "the distribution or payment
within one taxable year of the recipient of the balance to the
credit of an employee which becomes payable to the recipient (i)
on account of the employee's death, (ii) after the employee
attains age 59, (iii) on account of the employee's separation
from service, or (iv) after the employee has become disabled,"
provided that such distribution is from a plan which meets the
requirements of Section 401(a) of the Code (the "Other Plan").
The procedure approved by the Committee shall provide that such a
transfer may be made only if the following conditions are met:
(a) the transfer occurs on or before the 60th day following the
Employee's receipt of the distribution from the Other Plan; and
(b) the amount transferred is equal to any portion of the
distribution the Employee received from the Other Plan, subject
to the maximum rollover provision of Section 402(a)(5)(B) of the
Code, limiting such amount to the fair market value of all
property received in such a distribution reduced by Employee
Contributions, as defined in Section 402(a)(5)(e)(ii) of the
Code.
(b) Notwithstanding the foregoing, if an Employee had deposited
a distribution previously received from an Other Plan into an
individual retirement account ("IRA"), as defined in Section 408
of the Code, he or she may transfer the amount of such
distribution, plus earnings thereon from the IRA, to this Plan;
provided such rollover amount is deposited with the Trustee on or
before the 60th day following receipt thereof from the IRA, and
is otherwise proper in accordance with applicable law.
(c) The Committee shall develop such procedures, and may require
such information from an Employee desiring to make or effectuate
any transfer under this Section 4.5, as it deems necessary or
desirable to determine that the proposed transfer will meet the
requirements of this Section. Upon approval by the Committee,
the amount transferred shall be deposited in the Trust Fund and
shall be credited to a Vested Rollover Contribution Account.
Such account shall be 100% vested in the Employee, and shall
share in Income allocations in accordance with Section 5.2(a).
Upon termination of Employment, the total amount of the
Employee's Vested Rollover Contribution Account shall be
distributed in accordance with Article VI.
(d) Upon such a transfer by an Employee who is otherwise
eligible to participate in the Plan but who has not yet completed
the Participation requirements of Section 3.1, his or her Vested
Rollover Contribution Account shall represent his or her sole
interest in the Plan until he or she becomes a Participant.
<PAGE> 17
ARTICLE V. - ALLOCATIONS TO PARTICIPANT'S ACCOUNTS
5.1 INDIVIDUAL ACCOUNTS: The Committee shall create and
maintain adequate records to disclose the interest in the Trust
of each Participant and Beneficiary. Such records shall be in
the form of individual Accounts, and credits and charges shall be
made to such Accounts in the manner herein described. When
appropriate, a Participant shall have four separate Accounts; an
Employee Contribution Account, an Employer Contribution Account,
a Wage Reduction Contribution Account and a Vested Rollover
Contribution Account. The maintenance of individual Accounts is
only for accounting purposes, and a segregation of the assets of
the Trust Fund to each account shall not be required.
Distributions and withdrawals made from an Account shall be
charged to the Account as of the date paid.
5.2 ACCOUNT ADJUSTMENTS: The Accounts of Participants
shall be adjusted no less frequently than quarterly, recognizing
the Participants' elections pursuant to Section 5.5, hereof, in
accordance with the following:
(a) Income: The Income of the Trust Fund for each calendar
quarter shall be allocated to the Accounts of Participants who
had unpaid balances in their Accounts on the Valuation Date of
such calendar quarter in proportion to the balances in such
Accounts at the beginning of such calendar quarter plus one-half
of the contributions made during such calendar quarter, but after
first reducing each such Account balance by any distributions
from the Account during such quarter and recognizing the
Participant's elections pursuant to Section 5.5, hereof. The
Committee may in its sole and exclusive discretion instruct the
Trustee to pick a "Special Valuation Date" to determine the
Income since the last Valuation Date, in which event the Accounts
of any Participant whose employment terminates prior to the next
Valuation Date shall be adjusted to reflect this determination.
Each valuation shall be based on the fair market value of assets
in the Trust Fund on the Valuation Date or Special Valuation
Date, as the case may be.
(b) Wage Reduction Contributions: The Employer contributions
for a calendar quarter made pursuant to a wage reduction
agreement entered into with a Participant under Section 4.2 shall
be allocated to the Participant's Wage Reduction Contribution
Account as of each Valuation Date.
(c) Contributions: A Participant's contributions shall be
allocated to his or her Employee Contribution Account as of each
Valuation Date.
(d) Alternative Method: Notwithstanding the foregoing, the
Committee may, in its sole and exclusive discretion, require an
alternative method of allocating Income and contributions to
Accounts if such method more accurately reflects the value of
such Accounts.
<PAGE> 18
5.3 ACTUAL DEFERRAL PERCENTAGE TEST: Notwithstanding any
other provisions of the Plan,
(a) the Actual Deferral Percentage (hereinafter "ADP") for
Participants who are Highly Compensated Employees for each Plan
Year and the ADP for Participants who are Non-Highly Compensated
Employees for the same Plan Year must satisfy one of the
following tests:
(i) The ADP for Participants who are Highly
Compensated Employees for the Plan Year shall not
exceed the ADP for Participants who are Non-Highly
Compensated Employees for the same Plan Year
multiplied by 1.25; or
(ii) The ADP for Participants who are Highly
Compensated Employees for the Plan Year shall not
exceed the ADP for Participants who are Non-Highly
Compensated Employees for the same Plan Year
multiplied by 2.0, provided that the ADP for
Participants who are Highly Compensated Employees
does not exceed the ADP for Participants who are
Non-Highly Compensated Employees by more that two
(2) percentage points.
(b) The ADP for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Elective
Deferrals (and Matching Contributions if treated as Elective
Deferrals for purposes of the ADP test) allocated to his or her
accounts under two or more arrangements described in Section 401
(k) of the Code, that are maintained by the Employer, shall be
determined as if such Elective Deferrals (and if applicable,
such Matching Contributions) were made under a single
arrangement. If a Highly Compensated Employee participated in
two or more cash or deferred arrangements that have different
Plan Years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single
arrangement.
(c) In the event that this Plan satisfies the requirements of
Sections 401(k), 401(a)(4), or 410(b) of the Code only if
aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such Sections of the Code only
if aggregated with this Plan, then this Section shall be applied
by determining the ADP of Employees as if all such plans were a
single plan. For Plan Years beginning after December 31, 1989,
plans may be aggregated in order to satisfy Section 401 (k) of
the Code only if they have the same Plan Year.
(d) For purposes of determining the ADP of a Participant who is
a 5-percent owner or one of the ten most highly-paid Highly
Compensated Employees, the Elective Deferrals (and Matching
Contributions if treated as Elective Deferrals for purposes of
the ADP test) and Compensation of such Participant shall include
<PAGE> 19
the Elective Deferrals and Compensation for the Plan Year of
Family Members (as defined in Section 414(q)(6) of the Code).
Family Members, with respect to such highly Compensated
Employees, shall be disregarded as separate Employees in
determining the ADP both for Participants who are Non-Highly
Compensated Employees and for Participants who are Highly
Compensated Employees.
(e) For purposes of determining the ADP test, elective Deferrals
must be made before the last day of the twelve-month period
immediately following the Plan Year to which contributions
relate.
(f) The Employer shall maintain records sufficient to
demonstrate satisfaction of the ADP test, and the amount of
Matching Contributions used in such test.
(g) The determination and treatment of the ADP amounts of any
Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
(h) Matching Contributions may be taken into account as Elective
Deferrals for purposes of calculating the Actual Deferral
Percentages.
5.4 AVERAGE CONTRIBUTION PERCENTAGE TEST: Notwithstanding
any other provision of the Plan,
(a) Employee Contributions must meet the nondiscrimination
requirements of Section 401(a)(4) of the Code, and the Average
Contribution Percentage (hereinafter ACP) test of Section 401 (m)
of the Code. The ACP test is required in addition to the ADP
test under Code Section 401(k).
(b) The ACP for Participants who are Highly Compensated
Employees for each Plan Year and the ACP for Participants who are
Non-Highly Compensated Employees for the same Plan Year must
satisfy one of the following tests:
(i) The ACP for Participants who are Highly
Compensated Employees for the Plan year shall not
exceed the ACP for Participants who are Non-Highly
Compensated Employees for the same Plan Year
multiplied by 1.25; or
(ii) The ACP for Participants who are Highly
Compensated Employees for the Plan Year shall not
exceed the ACP for Participants who are Non-Highly
Compensated Employees for the same Plan Year
multiplied by two (2), provided that the ACP for
Participants who are Highly Compensated Employees
does not exceed the ACP for Participants who are
Non-highly Compensated Employees by more than two
(2) percentage points.
<PAGE> 20
(c) Multiple Use: If one or more Highly Compensated Employee
participates in both a CODA and a plan subject to the ACP test
maintained by the Employer and the sum of the ADP and ACP of
those Highly Compensated Employees subject to either or both
tests exceeds the Aggregate limit, then the ACP of those Highly
Compensated Employees who also participate in a CODA will be
reduced (beginning with such Highly Compensated Employee whose
ACP is the highest) so that the limit is not exceeded. The
amount by which each Highly Compensated Employee's Contribution
Percentage Amount is reduced shall be treated as an Excess
Aggregate Contribution. The ADP and ACP of the Highly
Compensated Employees are determined after any corrections
required to meet the ADP and ACP tests. Multiple use does not
occur if either the ADP or ACP of the Highly Compensated
Employees does not exceed 1.25 multiplied by the ADP and ACP of
the Non-Highly Compensated Employees.
(d) For purposes of this Section, the Contribution Percentage
for any Participant who is a Highly Compensated Employee and who
is eligible to have Contribution Percentage Amounts allocated to
his or her account under two or more plans described in Section
401(a) of the Code, or arrangements described in Section 401(k)
of the Code that are maintained by the Employer, shall be
determined as if the total of such Contribution Percentage
Amounts was made under each plan. If a Highly Compensated
Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred
arrangements ending with or within the same calendar year shall
be treated as a single arrangement.
(e) In the event that this Plan satisfies the requirements of
Sections 401(m), 401(a)(4) or 410(b) of the Code only if
aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such Sections of the Code only
if aggregated with this Plan, then this Section shall be applied
by determining the Contribution Percentage of Employees as if all
such plans were a single plan. For Plan Years beginning after
December 31, 1989, plans may be aggregated in order to satisfy
Section 401(m) of the Code only if they have the same Plan Year.
(f) For purposes of determining the Contribution percentage of a
Participant who is a five-percent owner or one of the ten most
highly-paid Highly Compensated Employees, the Contribution
Percentage Amounts and Compensation of such Participant shall
include the Contribution Percentage Amounts and Compensation for
the Plan Year of Family Members (as defined in Section 414(q) (6)
of the Code). Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate Employees in
determining the Contribution Percentage both for Participants who
are Non-Highly Compensated Employees and for Participants who are
Highly Compensated Employees.
(g) For purposes of determining the Contribution Percentage
test, Employee Contributions are considered to have been made in
<PAGE> 21
the Plan Year in which contributed to the trust. Matching
Contributions will be considered made for a Plan year if made no
later than the end of the twelve-month period beginning on the
day after the close of the Plan Year. The Employer shall
maintain records sufficient to demonstrate satisfaction of the
ACP test.
The determination and treatment of the Contribution Percentage of
any Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
5.5 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS: (a)
Notwithstanding any other provisions of this Plan, Excess
Aggregate Contributions, plus any Income and minus any loss
allocable thereto, shall be forfeited, if forfeitable, or if not
forfeitable, distributed no later than the last day of each Plan
year to Participants to whose accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year. Excess
Aggregate Contributions shall be allocated to Participants who
are subject to the family member aggregation rules of Section
414(q)(6) of the Code in the manner prescribed by the
regulations. If such Excess Aggregate Contributions are
distributed more that 2 1/2 months after the last day of the Plan
Year in which such excess amounts arose, a ten (10) percent
excise tax will be imposed on the Employer maintaining the plan
with respect to those amounts. Excess Aggregate Contributions
shall be treated as Annual Additions under the plan.
(b) Excess Aggregate Contributions shall be adjusted for any
income or loss up to the date of distribution. The income or
loss allocable to Excess Aggregate Contributions is the income or
loss allocable to the accounts to which the Participant's
Employee Contributions, Matching Contributions (if any, and if
all amounts therein are not used in the ADP test) and, if
applicable, Elective Deferrals were allocated for the plan Year
multiplied by a fraction, the numerator or which is such
Participant's Excess Aggregate Contributions for the year and the
denominator is the Participant's Account balance(s) attributable
to Contribution Percentage Amounts without regard to any income
or loss occurring during such Plan Year.
(c) Forfeitures of Excess Aggregate Contributions may either be
reallocated to the Accounts of Non-Highly Compensated Employees
or applied to reduce Employer contributions.
(d) Excess Aggregate Contributions shall be forfeited, if
forfeitable or distributed on a pro-rata basis from the
Participant's Accounts.
5.6 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS: (a) No
Participant shall be permitted to have Elective Deferrals made
under this Plan, or any other qualified plan maintained by the
Employer, during any taxable year in excess of the dollar
limitation contained in Section 402(g) of the Code in effect at
the beginning of such taxable year.
<PAGE> 22
(b) A Participant may assign to this Plan any Excess Elective
Deferrals made during a taxable year of the Participant by
notifying the Committee on or before the date specified in
Section 5.6(e) of the amount of the Excess Elective Deferrals to
be assigned to the Plan.
(c) Notwithstanding any other provision of the Plan, Excess
Elective Deferrals, plus any Income and minus any loss allocable
thereto, shall be distributed no later than April 15 to any
Participant to whose account Excess Elective Deferrals were
assigned for the preceding year.
(d) Excess Elective Deferrals shall be adjusted for any Income
or loss up to the date of distribution. The Income or loss
allocable to Excess Elective Deferrals is the Income or loss
allocable to the Participant's Elective Deferrals for the taxable
year multiplied by a fraction, the numerator of which is such
Participant's Excess Elective Deferrals for the year and the
denominator is the Participant's account balance attributable to
elective deferrals without regard to any Income or loss occurring
during such taxable year.
(e) Participants who claim Excess Elective Deferrals for the
preceding taxable year must submit their claims in writing to the
Committee by March 15.
5.7 DISTRIBUTION OF EXCESS CONTRIBUTIONS: (a)
Notwithstanding any other provision of this Plan, Excess
Contributions, plus any Income and minus any loss allocable
thereto, shall be distributed no later than the last day of each
Plan Year to Participants to whose accounts such Excess
Contributions were allocated for the preceding Plan Year. If
such excess amounts are distributed more than 2 months after the
last day of the Plan Year in which such excess amounts arose, a
ten (10) percent excise tax will be imposed on the Employer
maintaining the Plan with respect to such amounts. Such
distributions shall be made to Highly Compensated Employees on
the basis of the respective portions of the Excess Contributions
attributable to each of such Employees. Excess Contributions
shall be allocated to Participants who are subject to the Family
Member aggregation rules of Section 414(q)(6) of the Code in the
manner prescribed by the regulations.
(b) Excess Contributions (including the amounts recharacterized)
shall be treated as Annual Additions under the Plan.
(c) Excess Contributions shall be adjusted for any Income or
loss up to the date of distribution. The Income or loss
allocable to Excess Contributions is the Income or loss allocable
to the accounts to which the Participant's Elective Deferrals
(and, if applicable, Matching Contributions) were allocated for
the Plan Year multiplied by a fraction, the numerator of which is
such Participant's Excess Contributions for the year and the
denominator is the Participant's account balance attributable to
Elective Deferrals (and Matching Contributions if any such
contributions are included in the ADP test) without regard to any
Income or loss occurring during such Plan Year.
<PAGE> 23
(d) Excess Contributions shall be distributed from the accounts
to which the Participant's Elective Deferrals and Matching
Contributions (if applicable) were allocated in proportion to the
Participant's Elective Deferrals and Matching Contributions (to
the extent used in the ADP test) for the Plan Year.
5.8 RECHARACTERIZATION: (a) A Participant may treat his
or her Excess Contributions as an amount distributed to the
Participant and then contributed by the Participant to the Plan.
Recharacterized amounts will remain nonforfeitable and subject to
the same distribution requirements as Elective Deferrals.
Amounts may not be recharacterized by a Highly Compensated
Employee to the extent that such amount in combination with other
Employee Contributions made by that Employee would exceed any
stated limit under the Plan on Employee Contributions.
Recharacterization must occur no later than two and one-half
months after the last day of the Plan Year in which such Excess
Contributions arose and is deemed to occur no earlier than the
date the last Highly Compensated Employee is informed in writing
of the amount recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Participant for
the Participant's tax year in which the Participant would have
received them in cash.
5.9 MAXIMUM ADDITIONS: (a) Notwithstanding anything
contained herein to the contrary, the total Additions made to the
Wage Reduction Contribution Account, and Employee Contribution
Account of a Participant for any Year shall not exceed the lesser
of $30,000.00 or 25 percent of the Participant's Compensation (as
defined in Code Section 415 and after application of the wage
reduction agreement set forth in Section 4.2) for such Year,
except that such $30,000.00 shall be increased as permitted by
Internal Revenue Service regulations to reflect cost-of-living
adjustments.
(b) If such Additions exceed the above limitations, the
contributions for the Year which caused the excess shall be
returned to the Participant in the following order:
(i) Any contributions to such Participant's Employee
Contribution Account, to the extent they would
reduce the excess amount, will be returned to the
Participant.
(ii) If after the Application of paragraph (i) an
excess amount still exists, any contributions to
such Participant's Wage Reduction Contribution
Account, to the extent they would reduce the
excess amount, will be returned to the
Participant.
<PAGE> 24
(c) Notwithstanding the foregoing, the otherwise permissible
annual Additions for any Participant under this Plan may be
further reduced to the extent necessary, as determined by the
Committee, to prevent disqualification of the Plan under Section
415 of the Code, which imposes the following additional
limitations on the benefits payable to Participants who also may
be participating in other tax-qualified pension, profit-sharing,
savings or stock bonus plans maintained by the Employer or any of
the members of the controlled group of corporations (for the
purpose of this Section "Employers") of which the Employer is a
part: if an individual is a Participant at any time in both a
defined benefit plan and a defined contribution plan maintained
by any of the Employers, the sum of the defined benefit plan
fraction and the defined contribution plan fraction for any Year
may not exceed 1.0. The defined benefit plan fraction for any
Year is a fraction, the numerator of which is the Participant's
projected annual benefit under the Plan (determined at the close
of the Year) and the denominator of which is the lesser of (i)
the product of 1.25, multiplied by the dollar limitation in
effect under Section 415(b)(1)(A) of the Code, or (ii) the
product of 1.4, multiplied by the amount which may be taken into
account under Section 415(b)(1)(B) of the Code with respect to
such Participant under the Plan for such Year. The defined
contribution plan fraction for any Year is a fraction, the
numerator of which is the sum of the annual Additions to the
Participant's accounts as of the close of the Year, and the
denominator of which is the sum of the lesser of the following
amounts determined for such Year and for each prior year of
service with the Employer: (i) the product of 1.25, multiplied
by the dollar limitation in effect under Section 415(c)(1)(A) of
the Code, or (ii) the product of 1.4 multiplied by the amount
which may be taken into account under Section 415(c)(1)(B) of the
Code with respect to such Participant under the Plan for such
Year. When the term "Annual Additions" is used in the context of
other defined contribution plans under this Section, it shall
have the same meaning as set forth in Section 2.1(f), hereof, but
with respect to Employer contributions and Employee Contributions
made under such other plans. For purposes of this limitation,
all defined benefit plans of the employers, whether or not
terminated, are to be treated as one defined benefit plan and all
defined contribution plans of the Employers, including the Plan
whether or not terminated, are to be treated as one defined
contribution plan. As such, annual benefits and annual Additions
of such plans are to be aggregated for the purposes of
determining the defined benefit plan fraction and the defined
contribution plan fraction. The extent to which Annual Additions
under the Plan shall be reduced, as compared with the extent to
which annual benefits or Annual Additions under any defined
benefit plans or any other defined contribution plans shall be
reduced in order to achieve compliance with the limitations of
Code Section 415 shall be dependent on the provisions of such
<PAGE> 25
other plans. To the extent any such other plan or plans provide
for such a reduction first in benefits from or Annual Additions
to such other plan or plans, the necessary reductions shall be
under such other plan or plans. To the extent any such other
plan or plans do not provide for a reduction first in benefits
from or Annual Additions to such other plan or plans, the
reduction in Annual Additions necessary to achieve compliance
with Code Section 415 shall be under the Plan. If the reduction
is under the Plan, the Committee shall advise affected
Participants of any additional limitations on their Annual
Additions required by this Section 5.9.
5.10 RECOGNITION OF DIFFERENT INVESTMENT FUNDS: (a)
Subject to the terms and conditions herein stated, and as
provided in Article VII, initially four Investment Funds shall be
established by the Trustee and each Participant shall direct what
portion of the aggregate of his or her Account balances shall be
deposited in each such Investment Fund. The Committee may direct
the Trustee to change the number and type of Investment Funds
made available under the Plan from time to time. Consequently,
when appropriate, a Participant shall have a percentage of the
aggregate of his or her Wage Reduction Contribution Account,
Vested Rollover Contribution Account and/or Employee Contribution
Account in each such Investment Fund and the allocations
described in Section 5.2 shall be adjusted in such manner as is
appropriate to recognize the existence of such Investment Funds.
(b) Because Participants have a choice of Investment Funds, the
reference in this Plan to a Wage Reduction Contribution Account,
a Vested Rollover Contribution Account or an Employee
Contribution Account shall be deemed to mean and include all
accounts of a like nature which are maintained for the
Participant under each Investment Fund.
ARTICLE VI. - BENEFITS
6.1 ENTITLEMENT TO BENEFITS: If a Participant's employment
with the Employer is terminated as defined in Section 3.2, he or
she shall be vested in the entire amount in each of his or her
Accounts as of the Valuation Date (or special Valuation Date)
which occurs on or is first following such termination of
employment. Payment of benefits shall commence promptly after
such termination of employment, but in no event shall such
Participant be entitled to receive such entire amount sooner than
45 days after such Valuation date.
6.2 DEATH: (a) In the event that the termination of
employment of a Participant is cause by his or her death, his or
her Beneficiary shall be vested in, and paid the entire amount
of, each of the deceased Participant's Accounts as of the
Valuation Date, or Special Valuation Date, which occurs on or is
first following such termination of employment, but in no event
shall such Beneficiary be entitled to receive such entire amount
earlier than the later of (i) 45 days after such Valuation Date,
or Special Valuation Date, or (ii) the date the Committee is
reasonably satisfied that such Beneficiary is otherwise entitled
to receive such entire amount.
<PAGE> 26
(b) Payment of benefits due under this Section shall be made in
accordance with Section 6.3.
6.3 PAYMENT OF BENEFITS: (a) Upon a Participant's or
Beneficiary's entitlement to payment of benefits under Section
6.1 or 6.2 he or she shall file with the Committee his or her
written application therefor on such form or forms, and subject
to such reasonable conditions, as the Committee shall provide.
(b) The Committee shall follow a Participant's Beneficiary
designation made pursuant to Section 6.4. The Committee shall
make payment of benefits in lump sum only. Payment to a
Participant's Beneficiary shall be made or commence as soon as
practicable after a Participant's death and upon such proofs of
death and entitlement to benefits as the Committee may require.
(c) Subject to the provisions of Section 6.8, unless a
Participant elects otherwise, payment of his or her benefits
under the Plan shall be made no later than the 60th day after the
later of (i) the end of the Year of his or her 65th birthday; or
(ii) the end of the Year in which his or her employment
terminates. The foregoing sentence shall not be construed as
providing an election to defer benefits to Participants which is
not otherwise specifically set forth in the Plan.
(d) Subject to the provisions of Section 6.8, at any time prior
to Participant's termination of employment such Participant may
elect to defer the lump sum distribution he or she is entitled to
under the Plan for a period of time not to exceed one year. Such
election shall be made in accordance with the rules and
procedures the Committee may prescribe.
The above paragraph notwithstanding, if the present value of
a Participant's accrued benefit is greater than $3,500, such
benefit may not be distributed without the consent of the
Participant.
(e) the amount which a Participant or Beneficiary is entitled to
receive at any time and from time to time may be paid, at the
discretion of the Participant or Beneficiary, in cash or in Dial
Stock, or in any combination thereof, provided, however, payment
in Dial Stock may be limited to the extent a Participant's
Account balances are invested in whole shares of such Dial Stock
under Section 7.1(i), and the Committee may require that all such
Dial Stock be transferred to such Participant or Beneficiary.
6.4 DESIGNATION OF BENEFICIARY: (a) Subject to the
provisions of Section 6.4(c), each Participant from time to time
may designate any person or persons (who may be designated
contingently or successively and who may be an entity other than
<PAGE> 27
a natural person) as his or her Beneficiary or Beneficiaries to
whom his Plan benefits are paid if he or she dies before receipt
of all such benefits. Each Beneficiary designation shall be in
the form prescribed by the Committee, will be effective only when
filed with the Committee during the Participant's lifetime, and,
if the Committee allows, may specify the method of payment of his
or her benefits to the Beneficiary. Each Beneficiary designation
filed with the Committee will cancel all Beneficiary designations
previously filed with the Committee. The revocation of a
Beneficiary designation by a Participant, no matter how effected,
shall not require the consent of any designated Beneficiary
unless the Beneficiary affected is the Participant's spouse, in
which case such spouse's consent shall be required to effect any
such revocation in accordance with Section 6.4(c). By
designating a Beneficiary or Beneficiaries as hereunder provided,
a Participant grants the Committee the discretion, in good faith,
to make benefit payment(s) to any Beneficiary or Beneficiaries
named by such Participant despite any dispute by any person or
persons claiming such benefits, and holds the Plan, the Employer
and the Committee harmless from any claims arising out of any
such good faith payment(s) of benefits. Each Participant, by
designating a Beneficiary or Beneficiaries, authorizes the
Committee to retain any benefits otherwise payable in the Trust
Fund or, in its sole discretion, pay-over such benefits to a
court or other tribunal of competent jurisdiction pending the
final and binding disposition of any dispute as to the proper
Beneficiary or Beneficiaries by agreement of the parties or by a
judgement of such court or other tribunal of competent
jurisdiction, as the case may be.
(b) If any Participant fails to designate a Beneficiary in the
manner provided above, or if the Beneficiary or Beneficiaries
designated by a deceased Participant die(s) before him or her or
before complete distribution of the Participant's benefits, the
Committee shall direct the Trustee to distribute such
Participant's benefits (or the balance thereof) to:
(i) The surviving spouse of such Participant, if then
living or,
(ii) The estate of the Participant.
(c) Notwithstanding anything contained herein to the contrary, a
Participant may not name as a Beneficiary someone other than his
or her spouse, and such designation shall have no effect, unless
his or her spouse consents thereto, in a signed writing,
notarized or witnessed by an administrator of the Plan, or if the
Committee determines in its sole discretion that such consent is
not obtainable for good cause shown, consistent with applicable
law.
6.5 WITHDRAWALS: (a) Subject to Subsection (b), (c), (d)
and (e) of this Section 6.5, any Participant may make a
withdrawal of all or part of his or her Employee Contribution
<PAGE> 28
Account, Wage Reduction Contribution Account and Vested Rollover
Contribution Account, provided, however, that withdrawals must be
made of all amounts in each classification below (listed in
descending order) before amounts in the next lower classification
may be withdrawn.
(i) Employee Contribution Account.
(ii) Wage Reduction Contribution Account.
(iii) Vested Rollover Contribution Account.
(b) A Participant must have attained age 59 or have been
determined by the Committee to have a "financial hardship" in
accordance with Section 6.5(d) in order to qualify for a
withdrawal under Section 6.5(a) with respect to his or her Wage
Reduction Contribution Account and/or Vested Rollover
Contribution Account balances.
(c) Application for withdrawals shall be made on such forms as
the Committee prescribes and as permitted herein, and may be made
once each calendar quarter. Except as provided in Section
6.5(e), distribution of withdrawals shall be made in a lump sum
within 45 days after the Valuation Date or Special Valuation Date
immediately following receipt by the Committee of a properly
completed application. Withdrawal distributions shall be based
on the value of the Participant's Account(s) as of the Valuation
Date or Special Valuation Date occurring in the same calendar
month as the application is received, and subject to the
provisions of Section 6.6, and may be made at the discretion of
the Participant in the form of cash, or in Dial Stock or in any
combination thereof, provided, however, payment in Dial Stock
shall be limited to the extent a Participant's Account balances
are invested in whole shares of such Dial Stock under Section
7.1(i) and the Committee may require that all such Dial Stock be
transferred to such Participant or Beneficiary.
(d) Distribution of Wage Reduction Contributions (and earnings
thereon accrued as of December 31, 1988) may be made to a
Participant in the event of hardship. For the purpose of this
Section, hardship is defined as an immediate and heavy financial
need of the Employee where such Employee lacks other available
resources. The following are the only financial needs considered
immediate and heavy: deductible medical expenses (within the
meaning of Section 213(d) of the Code) of the Employee, the
Employee's spouse, children, or dependents; the purchase
(excluding mortgage payments) of a principal residence for the
Employee; payment of tuition for the next quarter or semester of
post-secondary education for the Employee, the Employee's spouse,
children or dependents; or the need to prevent the eviction of
the Employee from, or a foreclosure on the mortgage of, the
Employee's principal residence. A distribution will be
considered necessary to satisfy an immediate and heavy financial
need of the Employee only if:
<PAGE> 29
(i) The Employee has obtained all distributions other
than hardship distributions, and all nontaxable
loans under all plans maintained by the Employer;
(ii) All plans maintained by the Employer provide that
the Employee's Elective Deferrals (and Employee
Contributions) will be suspended for twelve months
after the receipt of the hardship distribution;
(iii) The distribution is not in excess of the amount of
the immediate and heavy financial need; and
(iv) All plans maintained by the Employer provide that
the Employee may not make elective Deferrals for
the Employee's taxable year immediately following
the taxable year of the hardship distribution in
excess of the applicable limit under Section
402(g) of the Code for such taxable year less the
amount of such Employee's Elective Deferrals for
the taxable year of the hardship distribution.
A distribution based upon financial hardship cannot exceed the
amount required to meet the immediate financial need created by
the hardship and not reasonably available from other resources of
the Participant. Entitlement to a distribution based on
financial hardship shall be determined by the Committee in its
sole and exclusive discretion. The Committee may require such
reasonable proof of immediate financial need as it deems
necessary to uniformly and fairly administer this Section 6.5, as
a condition precedent to any distribution by reason of financial
hardship.
(e) Notwithstanding anything contained in Section 6.5(b)
regarding the age of a Participant or financial hardship, to the
contrary, a Participant may withdraw all or a portion of his or
her Employee Contribution Account once each calendar month
regardless of his or her age or the existence of any financial
hardship if such Participant satisfies all of the other terms and
conditions contained in this Section 6.5.
6.6 SPOUSAL CONSENT: Notwithstanding anything contained
herein to the contrary, a Participant may not make a withdrawal
unless his or her spouse consents thereto in a signed writing,
notarized or witnessed by an administrator of the Plan, or if the
Committee determines in its sole discretion that such consent is
not obtainable for good cause shown, and consistent with
applicable law.
6.7 DEBITING OF INVESTMENT FUNDS: If a Participant making
less than a total withdrawal of his or her accounts under section
6.5 has his or her Accounts invested in more than one Investment
Fund, the amount withdrawn from his or her Accounts shall be
debited, on a pro rata basis, against each Investment Fund in
which such Accounts are invested.
<PAGE> 30
6.8 REQUIRED DISTRIBUTIONS: (a) Distribution of the
Account balances of a Participant will be made by April 1 of the
year following: (i) the calendar year in which such Participant
attains age 70 1/2.
6.9 DISTRIBUTION REQUIREMENTS: (a) Elective Deferrals,
Matching Contributions, and Income allocable to each must comply
with the distribution requirements under Section 401(k)(2)(B) of
the Code.
(b) Elective Deferrals, Matching Contributions, and Income
allocable to each are not distributable to a Participant or his
or her Beneficiary or Beneficiaries in accordance with such
Participant's or Beneficiary or Beneficiaries' election, earlier
than upon separation from service, death or disability.
(c) Such amounts may also be distributed upon:
(i) Termination of the Plan without the establishment
of another defined contribution plan.
(ii) The disposition by a corporation to an unrelated
corporation of substantially all of the assets
(within the meaning of Section 409(d)(2) of the
Code) used in a trade or business of such
corporation if such corporation continues to
maintain this Plan after the disposition, but only
with respect to Employees who continue employment
with the corporation acquiring such assets.
(iii) The disposition by a corporation to an unrelated
entity of such corporation's interest in a
subsidiary (within the meaning of Section
409(d)(3) of the Code) if such corporation
continues to maintain this plan, but only with
respect to Employees who continue employment with
such subsidiary.
(iv) The attainment of age 59 in the case of a profit-sharing plan.
(v) The hardship of the Participant subject to the
provisions of Section 6.5(d) of the Plan.
All distributions that may be made pursuant to one or more of the
foregoing distributable events are subject to the spousal and
Participant consent requirements (if applicable) contained in
Sections 401(a)(11) and 417 of the Code.
ARTICLE VII. - INVESTMENT OPTIONS, TRUST FUND
7.1 INVESTMENT OPTIONS: Each Participant shall designate
the Investment Fund(s) under which contributions made pursuant to
Sections 4.1(a), 4.3 and 4.5, hereof, are to be invested.
<PAGE> 31
Initially, there shall be at least four such investment funds, as
herein after indicated:
(i) A Common Stock Fund, consisting of Dial Stock;
(ii) An Equity Fund, consisting of common stock and
other equity securities, held directly or
indirectly;
(iii) A Bond Fund, consisting of Government National
Mortgage Association (GNMA) backed certificates;
and
(iv) A Fixed Fund, consisting of insurance company
guaranteed investment contracts.
7.2 INVESTMENT OF CONTRIBUTIONS: (a) Each Participant may
elect with respect to future contributions to his Employee
Contribution Account, Wage Reduction Contribution Account and
Vested Rollover Contribution Account to have the aggregate
contributions to such Account(s) invested in increments of 10% of
the total contributions in an Investment Fund or Funds.
7.3 INVESTMENT TRANSFERS: (a) Subject to all of the other
provisions herein contained, and any special rules formed by the
Committee with respect to certain Investment Funds which, by
their nature, require special treatment, each Participant may
elect on one occasion only within a 12-month period to have the
assets in any or all Investment Fund(s), in increments of 10% of
the total, transferred to any one or more other Investment
Fund(s).
(b) Each Participant may change his election by properly
completing and filing an election form with the Committee on the
form prescribed by it on or before 30 days prior to a Valuation
Date to be effective as of the first Entry Date of the next
following calendar quarter.
7.4 TRANSFER OF ASSETS: The Committee shall direct the
Trustee to transfer monies or other property from the appropriate
Investment Funds to the other Investment Funds as may be
necessary to carry out the aggregate transfer transactions after
such Committee has caused the necessary entries to be made in the
Participant's Accounts and in the Investment Funds and has
reconciled offsetting transfer elections, in accordance with
uniform rules therefor established by such Committee.
7.5 TRUST FUND: (a) All contributions under this Plan
shall be paid to the Trustee and deposited in the Trust Fund.
(b) Except as provided above, all assets of the Trust Fund,
including investment income, shall be retained for the exclusive
benefit of Participants and Beneficiaries and shall be used to
pay benefits to such persons or to pay administrative expenses of
the Plan and Trust Fund to the extent not paid by the Employer
and shall not revert to or inure to the benefit of the Employer.
<PAGE> 32
7.6 TENDER OFFERS: As soon as practicable after the
commencement of a tender offer or exchange offer ("Offer") for
shares of Dial Stock, the Committee shall use its reasonable best
efforts to cause each Participant (who has an Account allocated
in whole or in part to Dial Stock) to be advised in writing of
the terms of the Offer, together with forms by which the
Participant may instruct the Committee to instruct the Trustee,
or revoke such instruction, to tender shares credited to his or
her Account, to the extent permitted under the terms of any such
Offer. The Trustee shall follow the directions of the Committee
but the Trustee shall not tender shares for which no instructions
are received. In advising Participants of the terms of the
offer, the Committee may include statements from the management
of The Dial Corp Consumer Products Group setting forth its
position with respect to the Offer. The giving of instructions
to the Trustee to tender shares of Dial Stock and the tender
thereof shall not be deemed a withdrawal or suspension from the
Plan or a forfeiture of any portion of the Participant's interest
in the Plan. The number of shares of Dial Stock to which a
Participant may provide instructions shall be the total number of
shares credited to his or her Account(s), as of the close of
business on the day preceding the date on which the tender offer
commences or such earlier date which shall be designated by the
Committee which the Committee, in its sole discretion, deems
appropriate for reasons of administrative convenience. Any
securities received by the Trustee as a result of a tender of
shares hereunder shall be held, and any cash so received shall be
invested in short-term investments, for the account of each
Participant with respect to whom shares of Employer Stock were
tendered pending any reinvestment by the Trustee, as it may deem
appropriate, consistent with the purposes of the Plan.
7.7 VOTING OF DIAL STOCK: Each Participant (whose Account
has allocated to it any shares of Dial Stock) shall be entitled
to instruct the Committee to instruct the Trustee in writing how
to vote, at each meeting of shareholders, such shares of Dial
Stock, and to revoke any such instruction, to the extent
permitted under the terms of such vote. Such instruction or
revocation thereof shall apply to the total number of shares of
Dial Stock credited to the Participant's Accounts, whether or not
vested, as of the date coinciding with or immediately preceding
the record date for the shareholders' meeting or such earlier
date which shall be designated by the Committee which the
Committee, in its sole discretion, deems appropriate for reasons
of administrative convenience. All the shares of Dial Stock for
which no instructions are received shall be voted by the Trustee
in a uniform manner as a single block in accordance with the
instructions received with respect to a majority of such shares
for which instruction is received. The Committee shall use its
reasonable best efforts to cause each Participant (whose Account
has allocated to it any shares of Dial Stock) to receive such
<PAGE> 33
notices and informational statements as are furnished to
shareholders in respect of the exercise of voting rights,
together with forms by which the Participant may instruct the
Committee to instruct the Trustee, or revoke such instruction,
with respect to the vote of shares of Dial Stock credited to his
or her account.
ARTICLE VIII. - ADMINISTRATION
8.1 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN
AND TRUST ADMINISTRATION: The Fiduciaries shall have only those
specific powers, duties, responsibilities and obligations as are
specifically given them under the Plan or the Trust. The Dial
Corp Consumer Products Group shall have the sole authority to
appoint and remove the Trustee. The Dial Corp Consumer Products
Group shall have the sole authority to appoint and remove the
Committee, and any Investment Manager which may be provided for
under and defined in the Trust, and to amend or terminate in
whole or in part, this Plan or the Trust. The Dial Corp Consumer
Products Group shall have the final responsibility for
administration of the Plan, which responsibility is specifically
described in this Plan and the Trust. The Committee, appointed
pursuant to Section 8.2, hereof, shall have the specific
delegated powers and duties described in the further provisions
of this Article VIII, and such further powers and duties as
hereinafter may be delegated to it by The Dial Corp Consumer
Products Group. The Trustee shall have sole responsibility for
the administration of the Trust and the management of the assets
held under the Trust, all as specifically provided in the Trust.
Each Fiduciary warrants that any direction given, information
furnished, or action taken by it shall be in accordance with the
provisions of the Plan or the Trust, as the case may be,
authorizing or providing for such direction, information or
action. Furthermore, each Fiduciary may rely upon any such
direction, information or action of another Fiduciary as being
proper under this Plan or the Trust, and is not required under
the plan or the Trust to inquire into the propriety of any such
direction, information or action. It is intended under the plan
and the Trust that each Fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities and
obligations under this Plan and the Trust and shall not be
responsible for any act or failure to act of another Fiduciary.
No Fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.
8.2 APPOINTMENT OF COMMITTEE: A Committee consisting of at
least three persons shall be appointed by and serve at the
pleasure of the President of The Dial Corp Consumer Products
Group to assist in the administration of the Plan. All usual and
reasonable expenses of the Committee may be paid in whole or in
part by the Employer, and any expenses not paid by the Employer
shall be paid by the Trustee out of the principal or income of
the Trust Fund. Any members of the Committee who are Employees
shall not receive Compensation with respect to their services for
the Committee.
<PAGE> 34
8.3 CLAIMS PROCEDURE: The Committee shall make all
determinations as to the right of any person to a benefit. Any
denial by the Committee of the claim for benefits under the Plan
by a Participant or Beneficiary shall be stated in writing by the
Committee and delivered or mailed to the Participant or
Beneficiary at his or her last address shown on Plan records; and
such notice shall set forth the specific reasons for the denial,
written to the best of the Committee's ability in a manner that
may be understood without legal or actuarial counsel. In
addition, the Committee shall afford a reasonable opportunity to
any Participant or Beneficiary whose claim for benefits has been
denied for a review of the decision denying the claim, and in the
event of continued disagreement, may appeal to The Dial Corp
Consumer Products Group (or an appellate benefits review
committee appointed by it) whose decision shall be final.
8.4 RECORDS AND REPORTS: The Dial Corp Consumer Products
Group (or the Committee if so designated by it) shall exercise
such authority and responsibility as it deems appropriate in
order to comply with ERISA, other applicable law and governmental
regulations issued thereunder relating to records of Participants
employment, Account balances, notifications to Participants and
annual reports to the internal Revenue Service and Department of
Labor. Each Employer agrees to abide by the directions of The
Dial Corp Consumer Products Group or its designee, in the
exercise of its responsibilities hereunder.
8.5 OTHER COMMITTEE POWERS AND DUTIES: The Committee shall
have such duties and powers as may be necessary to discharge its
duties hereunder, including, but not by way of limitation, the
following:
(a) To construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner and time of payment
of any benefits hereunder;
(b) To prescribe procedures to be followed by Participants and
Beneficiaries filing applications for benefits;
(c) To prepare and distribute, in such manner as the Committee
determines to be appropriate, information explaining the Plan;
(d) To receive from the Employer and from Participants and
Beneficiaries such information as shall be necessary for the
proper administration of the Plan;
(e) To furnish the Employer, upon request, such annual reports
with respect to the administration of the Plan as are reasonable
and appropriate;
(f) To receive, review and keep on file (as it deems convenient
or proper) reports of the financial condition, and of the
receipts and disbursements, of the Trust Fund from the Trustee;
<PAGE> 35
(g) To appoint or employ individuals to assist in the
administration of the Plan and any other agents it deems
advisable, including legal and actuarial counsel; and
(h) To appoint a financial hardship subcommittee consisting of
at least three persons, to serve at the pleasure of and subject
to the rules of the Committee, and which will consider in the
first instance requests for withdrawals based on financial
hardship under Section 6.5 (d).
The Committee and any subcommittee thereof shall have no power to
add to, subtract from or modify any of the terms of the Plan, or
to change or add to any benefits provided by the Plan, or to
waive or fail to apply any requirements of eligibility for a
benefit under the Plan.
8.6 RULES AND DECISIONS: The Committee may adopt such
rules as it deems necessary, desirable or appropriate. All rules
and decisions of the Committee shall be uniformly and
consistently applied to all Participants and Beneficiaries in
similar circumstances. When making a determination or
calculation, the Committee shall be entitled to rely upon
information furnished by a Participant or Beneficiary, the
Employer, the legal counsel of any such person or the Trustee.
8.7 COMMITTEE PROCEDURES: The Committee may act at a
meeting or in writing without a meeting. The Committee shall
elect one of its members as chairman, appoint a secretary, who
may or may not be a Committee member, and advise the Trustee of
such actions in writing. The secretary shall keep a record of
all meetings and forward all necessary communications to the
Employer, or the Trustee. The Committee may adopt such bylaws
and regulations as it deems desirable for the conduct of its
affairs. All decisions of the Committee shall be made by the
vote of the majority including actions in writing taken without a
meeting. A dissenting Committee member who, within a reasonable
time after he or she has knowledge of any action or failure to
act by the majority, registers his or her dissent in writing
delivered to the other Committee members, the Employer and the
Trustee shall not be responsible for any such action or failure
to act.
8.8 AUTHORIZATION OF BENEFIT PAYMENTS: The Committee shall
issue directions to the Trustee concerning all benefits which are
to be paid from the Trust Fund pursuant to the provisions of the
Plan, and shall warrant to the Trustee that all such directions
are in accordance with the Plan.
8.9 APPLICATION AND FORMS FOR BENEFITS: The Committee may
require a Participant or Beneficiary to complete and file with
the Committee an application for a benefit on the forms approved
by the Committee, and to furnish all pertinent information
<PAGE> 36
requested by the Committee, as a condition precedent to payment
of benefits. The Committee may rely upon all such information so
furnished it, including the Participant's or Beneficiary's
current mailing address.
8.10 FACILITY OF PAYMENT: Whenever, in the Committee's
opinion, a person entitled to receive any payment of a benefit or
installment thereof hereunder is under a legal disability or is
incapacitated in any way so as to be unable to manage his or her
financial affairs, the Committee may direct the Trustee to make
payments to such person or to his or her legal representative or
to a relative or friend of such person for his or her benefit, or
the Committee may direct the Trustee to apply the payment for the
benefit of such person in such manner as the Committee considers
advisable. Any payment of a benefit or installment thereof in
accordance with the provisions of this Section shall be a
complete discharge of any liability for the making of such
payment under the provisions of the Plan.
8.11 INDEMNIFICATION OF THE COMMITTEE: The Committee and
the individual members thereof shall be indemnified by the
Employer and not from the Trust Fund against any and all
liability arising by reason of any act or failure to act made in
good faith pursuant to the provisions of the Plan, including
expenses reasonably incurred in the defense of any claim relating
thereto.
ARTICLE IX. - MISCELLANEOUS
9.1 NONGUARANTEE OF EMPLOYMENT: Nothing contained in this
Plan shall be construed as a contract of employment between the
Employer and any Employee, or as a right of any Employee to be
continued in the employment of the Employer, or as a limitation
of the right of the Employer to discharge any of its Employees,
with or without cause.
9.2 RIGHTS TO TRUST ASSETS: No Employee, Participant or
Beneficiary shall have any right to, or interest in, any assets
of the Trust Fund at any time, including upon termination of his
or her employment or otherwise, except as provided from time to
time under the Plan, and then only to the extent of the benefits
properly payable under the Plan to a Participant or Beneficiary
out of the assets of the Trust Fund. All payments of benefits as
provided for in the Plan shall be made solely out of the assets
of the Trust Fund to the extent sufficient, and none of the
Fiduciaries or Employers shall be liable therefor in any manner.
9.3 NONALIENATION OF BENEFITS: (a) Except as provided in
Article VI or as required by law, benefits payable under the Plan
shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution or levy of any kind, either voluntary or
involuntary, prior to actually being received by the person
entitled to the benefit under the terms of the Plan; and any
<PAGE> 37
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits
payable hereunder, shall be void. The Trust Fund shall not in
any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to
benefits hereunder.
9.4 NONFORFEITABILITY OF BENEFITS: Subject only to the
specific provisions of the Plan, nothing shall be deemed to
divest a Participant of his or her right to the nonforfeitable
benefit to which he or she becomes entitled in accordance with
the provisions of the Plan.
ARTICLE X. - AMENDMENTS AND ACTION BY EMPLOYER:
10.1 AMENDMENTS: The Dial Corp Consumer Products Group
reserves the right to make from time to time any amendment or
amendments to the Plan which do not cause (i) any adverse
consequences to any Participant's rights in his or her Account
balances and Funds in which such balances are invested, or (ii)
any part of the Trust Fund to be used for, or diverted to, any
purpose other than the exclusive benefit of Participants or their
Beneficiaries, provided, however, that The Dial Corp Consumer
Products Group may make any amendment it determines necessary or
desirable, with or without retroactive effect, to comply with the
Code and other applicable law.
ARTICLE XI. - SUCCESSOR EMPLOYER AND MERGER OR
CONSOLIDATION OF PLANS
11.1 SUCCESSOR EMPLOYER: In the event of the dissolution,
merger, consolidation or reorganization of an Employer, provision
may be made in the sole discretion of The Dial Corp Consumer
Products Group by which the Plan and Trust will be continued by
the successor; and, in that event, such successor shall be
substituted for the Employer under the Plan. The substitution of
the successor shall constitute an assumption of Plan liability by
the successor and the successor shall have all of the powers,
duties, and responsibilities of the Employer under the Plan.
11.2 CONDITIONS APPLICABLE TO MERGERS OR CONSOLIDATIONS OF
PLANS: In the event of any merger or consolidation of the Plan
with, or transfer in whole or in part of the assets and
liabilities of the Trust Fund to another trust fund held under
any other plan of deferred compensation maintained or to be
established for the benefit of all or some of the Participants of
the Plan, the assets of the Trust Fund applicable to such
Participants shall be merged or consolidated with or transferred
to the other trust fund only if:
(i) Each Participant would (if either this Plan or the
other plan then terminated) receive a benefit
immediately after the merger, consolidation or
transfer which is equal to or greater than the
<PAGE> 38
benefit he would have been entitled to receive
immediately before the merger, consolidation or
transfer (if this Plan had then terminated); and
the determination of such benefits shall be made
in the manner and at the time, prescribed in
regulations issued under ERISA;
(ii) The Employer under the Plan, or of any new or
successor employer of the affected Participants,
shall authorize such transfer of assets; and, in
the case of the new or successor employer of the
affected Participants, its resolutions shall
include an assumption of liabilities with respect
to such Participants' inclusion in the new
Employer's plan; and
(iii) Such other plan and trust are qualified under
Sections 401(a) and 501(a) of the Code.
ARTICLE XII. - PLAN TERMINATION
12.1 RIGHT TO TERMINATE: In accordance with the procedures
set forth in this Article, The Dial Corp Consumer Products Group
may terminate the Plan at any time in its entirety or with
respect to any Employer or group of Employees or Participants.
An Employer may terminate the Plan at any time with respect to
its Employees or any group of its Employees or Participants,
provided such Employer has made all contributions due to the Plan
to the date of such termination.
12.2 PARTIAL TERMINATION: Upon termination of the Plan by
The Dial Corp Consumer Products Group or by the Employer with
respect to such Employer or a group of Employees or Participants
of such Employer, the Trustee shall, in accordance with the
directions of the Committee, allocate and segregate for the
benefit of the Participants with respect to which the Plan is
being terminated the proportionate interest of such Participants
in the Trust Fund. The funds so allocated and segregated shall
be used by the Trustee to pay benefits to or on behalf of
Participants in accordance with Section 12.3.
12.3 LIQUIDATION OF THE TRUST FUND: (a) Upon termination or
partial termination of the Plan, the accounts of all Participants
affected thereby shall become fully vested, and the Committee may
direct the Trustee: (i) to continue to administer the Trust
Fund and pay Account balances in accordance with Article VI to
Participants affected by the termination upon their termination
of employment or to their Beneficiaries upon such a Participant's
death, until the Trust Fund has been liquidated; or (ii) to
distribute the assets remaining in the Trust Fund, after payment
of any expenses properly chargeable thereto, to Participants and
Beneficiaries in proportion to their respective Account balances
or rights thereto.
<PAGE> 39
(b) In case the Committee directs liquidation of the Trust Fund
pursuant to (a) above, the expenses of administering the Plan and
Trust, if not paid by the Employer, shall be paid from the Trust
Fund.
(c) The Trustee may delay distribution of assets under Section
12.3 pending receipt of written determination by the Internal
Revenue Service that the Plan is qualified upon termination.
ARTICLE XIII. - ADOPTION OF PLAN
13.1 ADOPTION AGREEMENT: (a) Subject to the approval of The
Dial Corp Consumer Products Group, and consistent with the
provisions of ERISA and other applicable law, an Affiliate may
adopt the Plan for its Eligible Employees or a class of such
Employees in a manner not inconsistent with ERISA by entering
into an Adoption Agreement in the form and substance prescribed
by the Committee.
(b) The Dial Corp Consumer Products Group may prospectively
revoke or modify any Employer's participation in the Plan at any
time and for any or no reason, without regard to the terms of any
Adoption Agreement, or terminate the Plan with respect to such
Employer's Employee Participants.
(c) By execution of an Adoption Agreement (each of which by this
reference shall become a part of the Plan), the Employer agrees
to be bound by all the terms and conditions of the Plan.
<PAGE> 40
APPENDIX A
TO THE
DIAL CONSUMER PRODUCTS GROUP
401(k) PLAN FOR HOURLY
EMPLOYEES AT FORT MADISON AND AURORA
Affiliate Adoption Date Bargaining Unit
- --------- ------------- ---------------
Fort Madison, Iowa 10/01/91 UFCW #617
Aurora, Illinois 10/01/91 UFCW #100A
<PAGE> 1
Exhibit 5
November 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: The Dial Corp Registration Statement on Form S-8
Dial Consumer Products Group 401(k) Plan--Fort Madison and
Aurora
Gentlemen:
This opinion is delivered in connection with the
registration by The Dial Corp, a Delaware corporation (the
"Corporation"), on Form S-8 (the "Registration Statement"), under
the Securities Act of 1933, as amended, of 50,000 shares of the
Corporation's Common Stock ("Common Stock"), together with the
associated preferred stock purchase rights ("Rights"), issuable
pursuant to Dial Consumer Products Group 401(k) Plan--Fort
Madison and Aurora (the "Plan").
In arriving at this opinion, I have examined such corporate
instruments, documents, statements and records of the Corporation
and others as I have deemed relevant and necessary or appropriate
for the purposes of this opinion.
I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all the documents submitted
to me as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based upon the foregoing, I am of the opinion that the
50,000 shares of Common Stock to be sold pursuant to the
Registration Statement, together with the associated Rights, when
issued and delivered by the Corporation in accordance with the
terms of the Plan, will be legally issued, fully paid and
nonassessable securities of the Corporation.
The provisions of the written documents constituting the
Plan are in compliance with the requirements of ERISA pertaining
to such provisions.
<PAGE> 2
I hereby consent to the reference to my name in the
Registration Statement and further consent to the inclusion of
this opinion as Exhibit 5 to the Registration Statement. In
giving this consent, I do not hereby admit that I am in the
category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ L.G. Lemon
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of The Dial Corp on Form S-8 of our report
dated February 24, 1995, which report expresses an unqualified
opinion and includes an explanatory paragraph referring to the
Company's change in the method of accounting for postretirement
benefits other than pensions in 1992, appearing in the Annual
Report on Form 10-K of The Dial Corp for the year ended December
31, 1994, and of our report dated June 5, 1995, appearing in the
Annual Report on Form 11-K of Dial Consumer Products Group 401(k)
Plan--Fort Madison and Aurora for the year ended December 31,
1994, respectively.
We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
Deloitte & Touche LLP
Phoenix, Arizona
November 17, 1995
