<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: August 15, 1996
VIAD CORP
(Exact name of registrant as specified in its charter)
DELAWARE 001-11015 36-1169950
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1850 N. CENTRAL AVE., PHOENIX, ARIZONA 85077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 207-4000
<PAGE>
Item 5. Other Events.
In press releases dated August 15, 1996, Viad Corp
("Viad"), previously known as The Dial Corp, announced
that it completed the spin-off of its consumer products
business into an independent, publicly traded company
known as The Dial Corporation (DL: NYSE). Viad Corp (VVI:
NYSE) paid a dividend of one share of The Dial Corporation
for each share of The Dial Corp stock held by stockholders
of record on August 5, 1996. Trading of both companies on
the New York Stock Exchange begins August 16, 1996. Viad
also announced the election of Doug Rock and Timothy R.
Wallace as directors and Robert H. Bohannon as a director
and president and chief operating officer.
Copies of the press releases issued by Viad are attached
as Exhibit 20 to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(10) Amendment to The Dial Corp
1992 Stock Incentive Plan
(20) Press Releases
(99) Viad Corp Amended and Restated
Employee Equity Trust
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
VIAD CORP
By: /s/ L. Gene Lemon
---------------------
L. Gene Lemon
Vice President-Administration
DATE: August 16, 1996
<PAGE>
Exhibit 20
William H. Peltier
602-207-5812
VIAD CORP
NEW NAME FOR DIAL CORP SERVICES BUSINESS
- ---------------
Dial Spins Off Consumer Products Business to Stockholders
PHOENIX, Ariz., August 15, 1996 -- The Dial Corp today completed
the spin-off of Dial's $1.6 billion consumer products group into
an independent, publicly traded company known as The Dial
Corporation (DL:NYSE). Dial's $2.5 billion services businesses
remain with the parent corporation, now known as Viad Corp
(VVI:NYSE).
Both companies start trading tomorrow, August 16, on the New
York Stock Exchange as independent companies under their own
stock symbols.
Viad Chairman and Chief Executive Officer John W. Teets
said, "By splitting Dial into two separate, publicly traded
companies, we believe we have set the stage so that each company
can optimally pursue its own growth plans without constraints.
We look to expanding our services business, positioning Viad on
an aggressive, new growth track."
Under the spin-off plan, Viad (formerly Dial) stockholders
receive one share representing the consumer products company for
each Dial share they own. The transaction is tax-free and the
two resulting companies retain investment-grade credit ratings.
Both companies have been added to the S&P MidCap 400 Index--Viad
to be included in the S&P MidCap 400 services industry group, The
Dial Corporation in the S&P MidCap 400 household products
(non-durables) industry group.
Splitting the company is the final step in Teet's longtime
restructuring of the company, from an unwieldy conglomerate
involved in close to 20 businesses, to two focused and
independent companies.
The banner companies under the Viad name share a single
defining characteristic: each is a highly focused player that
holds a leading position in its respective industry.
Additionally, they are in industries with significant potential
for growth and profitability.
* Dobbs International is the largest full-service provider
to the airline industry in the U.S., including airline catering
and ground-handling services.
* GES Exposition Services is the clear leader in the
tradeshow, exposition and special event industry as contractor
for setting up such gigantic shows as COMDEX, the NFL Super Bowl,
and Atlanta Olympics.
* Exhibitgroup/Giltspur is the undisputed leader in
exhibition marketing including design and fabrication of major,
blockbuster exhibits for corporations at tradeshows in both North
America and the international arena.
* Travelers Express is the nation's leading issuer of money
orders (250 million), and handles payment services for banks,
financial institutions, credit unions and utilities.
Primarily number one in their industries, each Viad company
cultivates a competitive advantage through the use of the most
advanced technology, or by providing a superior level of service
in its own particular niche.
The new Viad Corp provides a unique investment opportunity
for investors who appreciate the potential for growth in these
specialized services. And, with the spin-off complete, Viad is
now an independent entity--poised for growth, and focused on
profit.
# # # #
<PAGE>
<PAGE>
William H. Peltier
602-207-5812
ROBERT H. BOHANNON APPOINTED
PRESIDENT AND CHIEF OPERATING OFFICER
VIAD CORP
PHOENIX, Ariz., August 15, 1996 -- John W. Teets, chairman and
chief executive officer, Viad Corp (VVI:NYSE), announces the
appointment of Robert H. Bohannon, 51, as president and chief
operating officer of Viad, a $2.3 billion services company
(formerly The Dial Corp). The appointment is effective
immediately. Bohannon will also become a member of Viad's board
of directors.
Bohannon joined the company in 1993 as president and chief
executive officer of Travelers Express, a Minneapolis-based Viad
subsidiary in the payment services and money order business.
"I am very pleased to announce Bob's election to this key
position," Teets said. "His knowledge of our company, and his
exceptional performance as leader of our Travelers Express unit
will strengthen our top management team as we aggressively expand
the new Viad."
Bohannon replaces Andrew S. Patti, who has accepted an
executive position with Ameritech Corporation of Chicago.
Bohannon has worked in the financial services management
field for more than 20 years, including 17 years at General
Electric Credit Corporation where he was executive vice president
of operations at the company's Mortgage Insurance Company. He
also was head of the consumer credit business of Marine Midland
Bank.
During his three years at Travelers Express, Bohannon
increased the company's operating income almost 80 percent,
resulting in Travelers Express becoming Viad's number one
subsidiary in net income.
In addition, he expanded the company's payment product
offerings from money orders, share drafts and official checks, to
utility bill payments, payroll processing and the growing home
banking services via telephone and personal computer.
He also further developed Travelers state-of-the-art
electronic payment equipment to handle the increased payment
services the company now offers throughout the U.S. Travelers is
the world's largest issuer of money orders, providing its
patented technology to more than 40,000 retailers nationwide.
Bohannon holds a B.B.A. from Kensington University. He will
move to Arizona from Eden Prairie, Minnesota, with his wife and
two of his four children.
Viad Corp is a $2.3 billion corporation dedicated to the
expanding services industry worldwide. Viad companies are
leaders in their niche markets and are focused on the areas of
convention and tradeshow services, airline services, payment
services and travel and leisure.
# # # #
<PAGE>
<PAGE>
William H. Peltier
602-207-5812
NEW MEMBERS ADDED TO VIAD CORP BOARD OF DIRECTORS
PHOENIX, Ariz., August 15, 1996 -- The board of directors of Viad
Corp (VVI:NYSE), formerly The Dial Corp, announces the
appointment of two new members of the board, bringing the total
number of Viad board members to eight.
The two new members elected to the board are: Timothy R.
Wallace, 42, chairman of Rail Car, Container and Leasing
Segments, Trinity Industries, Inc.; and Doug Rock, 49, chairman,
president and chief executive officer of Smith International,
Inc.
This is in addition to the appointment of Robert H.
Bohannon, 51, who, today, was named president and chief operating
officer of Viad Corp, as well as a board member.
Viad Board Membership Roster
Five members who formerly served on The Dial Corp board will
continue as board members of the new Viad Corp. They are:
* Jack R. Reichert, retired chairman, Brunswick Corporation
* Judith K. Hofer, president and CEO, Filene's (Division of
May Dept. Stores)
* Linda Johnson Rice, president and COO, Johnson Publishing
Company
* Jess Hay, chairman, Texas Foundation for Higher Education
* John W. Teets, chairman and CEO Viad Corp.
Doug Rock, Chairman, President, Chief Executive Officer
Smith International, Inc.
New Viad board member, Doug Rock has 22 years' experience
with Smith International of Houston, primarily in the Smith Tool
and Drilco divisions. He has held his current title for nine
years. Prior to joining Smith, Rock worked at Joy Manufacturing,
A. O. Smith Corporation and FMC Corporation. He is very active
in the Houston community, and is a member of numerous petroleum-
affiliated organizations. He holds a B.S. from Pennsylvania
State University and an MBA from University of Chicago, Graduate
School of Business.
Timothy R. Wallace, Chairman, Rail Car, Container and Leasing
Segments
Trinity Industries, Inc.
New Viad board member Timothy R. Wallace has 21 years of
experience in various management and executive positions with
Dallas-based Trinity Industries' railcar, structural steel,
containers, marine and transportation areas.
The $1.5 billion segment under his authority includes tank
freight cars and equipment; building components, structural
steel; bridge, highway and railway sections; international
vessels and containers; and barge/ship repair. He is very active
in the Dallas community as a member of several boards of civic,
educational and nonprofit organizations. He holds a B.B.A. from
Southern Methodist University.
Viad Corp is a $2.3 billion corporation dedicated to the
expanding services industry worldwide. Viad companies are
leaders in their markets and are focused on the areas of
convention and tradeshow services, airline services, payment
services and travel and leisure.
# # # #
<PAGE>
Exhibit 10
AMENDMENT TO THE DIAL CORP 1992 STOCK INCENTIVE PLAN
ADOPTED BY THE
BOARD OF DIRECTORS OF
THE DIAL CORP
July 25, 1996
The Dial Corp 1992 Stock Incentive Plan is amended as
follows, effective as of August 15, 1996:
1. The reference on the cover page, and in Section
1(j), to "The Dial Corp" shall be replaced by "Viad Corp."
2. Section 5(e) shall be replaced in its entirety as
follows:
Nontransferability of Stock Options. (i) No Stock
Option shall be transferable by the optionee other than
(1) by will or by the laws of descent and distribution or
(2) pursuant to a qualified domestic relations order (as
defined in the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules
thereunder). All Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee or
by the guardian or legal representative of the optionee,
it being understood that the terms "holder" and "op-
tionee" include the guardian and legal representative of
the optionee named in the option agreement and any person
to whom a Stock Option is transferred by will or the laws
of descent and distribution or pursuant to a qualified
domestic relations order.
(ii) Notwithstanding Section 5(e)(i) above, the Com-
mittee may grant Stock Options that are transferable, or
amend outstanding Stock Options to make them transfer-
able, by the optionee (any such Stock Option so granted
or amended a "Transferable Option") to one or more
members of the optionee's immediate family, to
partnerships of which the only partners are members of
the optionee's immediate family, or to trusts established
by the optionee for the benefit of one or more members of
the optionee's immediate family. For this purpose the
term "immediate family" means the optionee's spouse,
children or grandchildren. Consideration may not be paid
for the transfer of a Transferable Option. A transferee
described in this Section 5(e)(ii) shall be subject to
all terms and conditions applicable to the Transferable
Option prior to its transfer. The option agreement with
respect to a Transferable Option shall set forth its
transfer restrictions, such option agreement shall be
approved by the Committee, and only Stock Options granted
pursuant to a stock option agreement expressly permitting
transfer pursuant to this Section 5(e)(ii) shall be so
transferable.
3. Section 13(a) shall be replaced in its entirety as
follows:
"(a) Each director of the Company who is not other-
wise an employee of the Company or any of its subsid-
iaries or Affiliates, shall (1) on the later of (a)
August 15, 1996 and (b) the date of his or her first
election as a director of the Company (such initial grant
being an "Initial Grant"), and (2) on August 15, 1996 and
thereafter annually on the third Thursday of August,
during such director's term (the "Annual Grant"),
automatically be granted Non-Qualified Stock Options to
purchase Common Stock having an exercise price per share
of Common Stock equal to 100% of the Fair Market Value
per share of Common Stock at the date of grant of such
Non-Qualified Stock Option. The number of shares subject
to each such Initial Grant, and each such Annual Grant,
shall be equal to the annual retainer fee in effect at
the date of grant for nonemployee directors of the Com-
pany divided by an amount equal to one-third (1/3) of the
Fair Market Value of the Common Stock at the date of
grant, rounded to the nearest 100 shares. A non-employee
director who is first elected as a director of the
Company during the course of a year (i.e., on a date
other than the date of the Annual Grant) will, in
addition to the Initial Grant, receive upon election a
grant of Non-Qualified Stock Options prorated to reflect
the number of months served in the initial year of
service, with the number of shares of Common Stock
subject to such Stock Option being equal to (1) the
number of shares subject to the Initial Grant multiplied
by (2) a fraction the numerator of which shall be the
number of months from the date of such election through
the date of the next Annual Grant and the denominator of
which shall be twelve (12)."
4. Sections 13(c) and (d) shall be deleted and Section
13(e) shall be relabelled 13(c) and shall be restated in its
entirety to read as follows:
(c) Except as expressly provided in this Section
13, any Stock Option granted hereunder will be subject to
the terms and conditions of the Plan as if the grant were
made pursuant to Section 5 hereof including, without
limitation, the rights set forth in Section 5(j) hereof.
<PAGE>
Exhibit 99
Execution Copy
VIAD CORP
AMENDED AND RESTATED
EMPLOYEE EQUITY TRUST
Effective as of August 15, 1996
<PAGE>
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 1.
Trust, Trustee and Trust Fund . . . . . . . . . . . . . . 2
1.1. Trust . . . . . . . . . . . . . . . . . . . . . 2
1.2. Trustee . . . . . . . . . . . . . . . . . . . . 2
1.3. Trust Fund . . . . . . . . . . . . . . . . . . . 2
1.4. Trust Fund Subject to Claims . . . . . . . . . . 3
1.5. Definitions . . . . . . . . . . . . . . . . . . 3
ARTICLE 2.
Contribution and Dividends . . . . . . . . . . . . . . . . 7
2.1. Contributions ...................................7
2.2. Dividends .......................................7
ARTICLE 3.
Release and Allocation of Company Stock . . . . . . . . 8
3.1. Release of Shares . . . . . . . . . . . . . . 8
3.2. Allocations . . . . . . . . . . . . . . . . . 9
3.3. Excess Shares . . . . . . . . . . . . . . . .. 9
3.4. Initial Allocation............................. 10
3.5. Distribution . . . . . . . . . . . . . . . . . 10
ARTICLE 4.
Compensation, Expenses and Tax Withholding . . . . . . . 11
4.1. Compensation and Expenses . . . . . . . . . . 11
4.2. Withholding of Taxes . . . . . . . . . . . . . 11
ARTICLE 5.
Administration of Trust Fund . . . . . . . . . . . . . . 11
5.1. Management and Control of Trust Fund . . . . . 11
5.2. Investment of Funds . . . . . . . . . . . . . 11
5.3. Trustee's Administrative Powers . . . . . . . 12
5.4. Voting and Tendering of Company Stock . . . . 14
5.5. Indemnification . . . . . . . . . . . . . . .. 15
5.6. General Duty to Communicate to Committee . . .. 16
ARTICLE 6.
Accounts and Reports of Trustee . . . . . . . . . . . .. 17
6.1. Records and Accounts of Trustee . . . . . . . 17
6.2. Fiscal Year . . . . . . . . . . . . . . . . .. 17
6.3. Reports of Trustee . . . . . . . . . . . . . .. 17
6.4. Final Report . . . . . . . . . . . . . . . . .. 17
ARTICLE 7.
Succession of Trustee . . . . . . . . . . . . . . . . . 17
7.1. Resignation of Trustee . . . . . . . . . . . . 17
7.2. Removal of Trustee . . . . . . . . . . . . . . 18
7.3. Appointment of Successor Trustee . . . . . . . 18
7.4. Succession to Trust Fund Assets . . . . . . . 18
7.5. Continuation of Trust . . . . . . . . . . . . 18
7.6. Changes in Organization of Trustee . . . . . . 18
7.7. Continuance of Trustee's Powers in Event of
Termination of the Trust . . . . . . . . . . . 19
ARTICLE 8.
Amendment or Termination . . . . . . . . . . . . . . . . 19
8.1. Amendments . . . . . . . . . . . . . . . . . . 19
8.2. Termination . . . . . . . . . . . . . . . . . 19
8.3. Form of Amendment or Termination . . . . . . . 20
ARTICLE 9.
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 20
9.1. Controlling Law . . . . . . . . . . . . . . . 20
9.2. Committee Action . . . . . . . . . . . . . . . 20
9.3. Notices . . . . . . . . . . . . . . . . . . . 20
9.4. Severability . . . . . . . . . . . . . . . . . 21
9.5. Protection of Persons Dealing with
the Trust . . . . . . . . . . . . . . . . . . 21
9.6. Tax Status of Trust . . . . . . . . . . . . . 21
9.7. Participants to Have No Interest in the
Company by Reason of the Trust . . . . . . . . 21
9.8. Nonassignability . . . . . . . . . . . . . . . 22
9.9. Gender and Plurals . . . . . . . . . . . . . . 22
9.10. Counterparts . . . . . . . . . . . . . . . . . 22
<PAGE>
<PAGE>
VIAD CORP
AMENDED AND RESTATED
EMPLOYEE EQUITY TRUST
THIS AMENDED AND RESTATED TRUST AGREEMENT (the
"Agreement") made effective as of August 15, 1996, between
Viad Corp, a Delaware corporation, and Wells Fargo Bank of
Arizona, N.A., a national banking association, as trustee.
W I T N E S S E T H :
WHEREAS, the Company (as defined below) desires to
amend and restate the trust made effective as of September
9, 1992 (the "Trust") to reflect the proposed dividend
distribution by the Company to its stockholders (the
"Distribution") of all of the outstanding shares of common
stock, par value $0.01 per share ("Dial Common Stock"), of
The Dial Corporation, a Delaware corporation and a wholly-
owned subsidiary of the Company ("Dial");
WHEREAS, in connection with the Distribution, (1)
the Trustee will transfer to the trustee of a new trust es-
tablished by The Dial Corporation, effective as of August
15, 1996, all of the shares of Dial Common Stock distributed
in the Distribution with respect to the shares of Company
Stock held in the Trust as of the record date for the
Distribution, (2) the Company will assign to Dial a portion
of the principal amount of the Promissory Note dated
September 9, 1992 issued by the Trustee to the Company (the
"Original Note") and (3) the trustee of such new trust will
assume in favor of Dial, and the Company will release the
Trust from, such portion of the Original Note;
WHEREAS, the Trustee (as defined below) continues
to desire to act as trustee of the Trust, and to hold legal
title to the assets of the Trust, in trust, for the purposes
hereinafter stated and in accordance with the terms hereof;
WHEREAS, the Company or its subsidiaries have pre-
viously adopted the Plans (as defined below);
WHEREAS, the Company desires to provide assurance
of the availability of the shares of its common stock neces-
sary to satisfy certain of its obligations or those of its
subsidiaries under the Plans (as defined below);
WHEREAS, the Company desires that the assets to be
held in the Trust Fund (as defined below) should be princi-
pally or exclusively securities of the Company and, there-
fore, expressly waives any diversification of investments
that might otherwise be necessary, appropriate, or required
pursuant to applicable provisions of law; and
NOW, THEREFORE, the parties hereto hereby amend
and restate the Trust Agreement and the Trust and agree that
the Trust will be comprised, held and disposed of as
follows:
ARTICLE 1.
Trust, Trustee and Trust Fund
1.1. Trust. This Agreement and the Trust shall be
known as the Viad Corp Amended and Restated Employee Equity
Trust. The parties intend that the Trust will be an
independent legal entity with title to and power to convey
all of its assets. The parties hereto further intend that
the Trust not be subject to the Employee Retirement Income
Security Act of 1974, as amended. The Trust is not a part
of any of the Plans (as herein defined) and does not provide
retirement or other benefits to any Plan Participant (as
herein defined). The assets of the Trust will be held,
invested and disposed of by the Trustee, in accordance with
the terms of the Trust.
1.2. Trustee. The trustee named above, and its
successor or successors, is hereby designated as the trustee
hereunder, to receive, hold, invest, administer and distrib-
ute the Trust Fund in accordance with this Agreement, the
provisions of which shall govern the power, duties and re-
sponsibilities of the Trustee.
1.3. Trust Fund. The assets held at any time and
from time to time under the Trust collectively are herein
referred to as the "Trust Fund" and shall consist of contri-
butions received by the Trustee, proceeds of any loans, in-
vestments and reinvestment thereof, the earnings and income
thereon, less disbursements therefrom. Except as herein
otherwise provided, title to the assets of the Trust Fund
shall at all times be vested in the Trustee and securities
that are part of the Trust Fund shall be held in such manner
that the Trustee's name and the fiduciary capacity in which
the securities are held are fully disclosed, subject to the
right of the Trustee to hold title in bearer form or in the
name of a nominee, and the interests of others in the Trust
Fund shall be only the right to have such assets received,
held, invested, administered and distributed in accordance
with the provisions of the Trust.
1.4. Trust Fund Subject to Claims.
Notwithstanding any provision of this Agreement to the
contrary, the Trust Fund shall at all times remain subject
to the claims of the Company's general creditors under
federal and state law.
In addition, the Board of Directors and Chief
Executive Officer of the Company shall have the duty to
inform the Trustee in writing of the Company's Insolvency.
If a person claiming to be a creditor of the Company alleges
in writing to the Trustee that the Company has become
Insolvent, the Trustee shall determine whether the Company
is Insolvent and, pending such determination, the Trustee
shall discontinue allocations pursuant to Article 3.
Unless the Trustee has actual knowledge of the
Company's Insolvency, or has received notice from the
Company or a person claiming to be a creditor alleging that
the Company is Insolvent, the Trustee shall have no duty to
inquire whether the Company is Insolvent. The Trustee may
in all events rely on such evidence concerning the Company's
solvency as may be furnished to the Trustee and that
provides the Trustee with a reasonable basis for making a
determination concerning the Company's Insolvency.
If at any time the Trustee has determined that the
Company is Insolvent, the Trustee shall discontinue alloca-
tions pursuant to Article 3 and shall hold the Trust Fund
for the benefit of the Company's general creditors. Nothing
in this Trust Agreement shall in any way diminish any rights
of employees as general creditors of the Company with
respect to benefits due under the Plan(s) or otherwise.
The Trustee shall resume allocations pursuant to
Article 3 only after the Trustee has determined that the
Company is not Insolvent (or is no longer Insolvent).
1.5. Definitions. In addition to the terms
defined in the preceding portions of the Trust, certain
capitalized terms have the meanings set forth below:
Basket Value. "Basket Value" means with respect
to each Trust Year, the product of (a) the Available Shares
for such Trust Year, (b) the product of four and the
Company's most recent reported quarterly earnings per share,
and (c) the equal weighted average price earnings ratio of
the following companies (or any successor of such companies)
as reported in the Wall Street Journal on the last business
day of such Trust Year: Ogden Corp., Textron Inc. and
Whitman Corp.
Board of Directors. "Board of Directors" means
the board of directors of the Company.
Calculation Period. "Calculation Period" means a
period consisting of calendar years 1992-1997, 1998-2002,
2003-2007, or 2008-2012.
Change of Control. "Change of Control" means any
of the following events:
(a) an acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Ex-
change Act")) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or
more of the combined voting power of the then outstanding
voting securities of the Company; provided, however, that
the following acquisitions shall not constitute a Change of
Control: (i) an acquisition by or directly from the
Company, (ii) an acquisition by any employee benefit plan or
trust sponsored or maintained by the Company; and (iii) any
acquisition described in subclauses (A) or (B) of subsection
(b) below; or
(b) approval by the stockholders of the Company
of (i) a complete dissolution or liquidation of the Company,
(ii) a sale or other disposition of all or substantially all
of the Company's assets or (iii) a reorganization, merger,
or consolidation ("Business Combination") unless either (A)
all or substantially all of the stockholders of the Company
immediately prior to the Business Combination own more than
50% of the voting securities of the entity surviving the
Business Combination, or the entity which directly or
indirectly controls such surviving entity, in substantially
the same proportion as they owned the voting securities of
the Company immediately prior thereto, or (B) the
consideration (other than cash paid in lieu of fractional
shares or payment upon perfection of appraisal rights)
issued to stockholders of the Company in the Business
Combination is solely common stock which is publicly traded
on an established securities exchange in the United States.
Code. "Code" means the Internal Revenue Code of
1986, as amended.
Committee. "Committee" means a committee of
officers, directors and/or employees of the Company which is
charged by the Board of Directors with administration of the
Trust.
Company. "Company" means Viad Corp, a Delaware
corporation (which, prior to the Distribution was named "The
Dial Corp"), or any successor thereto. References to the
Company shall include its subsidiaries where appropriate.
Company Stock. "Company Stock" means shares of
common stock, par value $1.50 per share, issued by the Com-
pany or any successor securities.
DC Participant. "DC Participant" means as of any
date any individual who is employed by the Company or any
subsidiary of the Company as of such date and is a partici-
pant in a DC Plan.
DC Plan. "DC Plan" shall mean each of the Dial
Companies TRIM (401(k)) Plan and the Dial Companies Employee
Stock Ownership Plan, in each case including any successor
thereto.
DC Plans Trustee Certification. "DC Plans Trustee
Certification" means a certification to be delivered by the
trustee of each DC Plan to the Trustee pursuant to Section
5.4, which sets forth the directions made by each DC Partic-
ipant as to voting or tendering of Company Stock allocated
to his account in the respective DC Plan with respect to the
voting or tendering decision at issue.
Dial. "Dial" has the meaning set forth in the re-
citals hereto.
Dial Common Stock. "Dial Common Stock" has the
meaning set forth in the recitals hereto.
Distribution Fraction. "Distribution Fraction"
means a fraction, the numerator of which is the average Fair
Market Value of the Dial Common Stock in the when-issued
market for the five trading days prior to the date of the
Distribution and the denominator of which is the average
Fair Market Value of the Company Stock over such period on a
basis that includes the value of the Distribution.
Extraordinary Dividend. "Extraordinary Dividend"
means the Distribution and any dividend or other
distribution of cash or other property (other than Company
Stock) made with respect to Company Stock, which the Board
of Directors declares generally to be other than an ordinary
dividend.
Fair Market Value. "Fair Market Value" means as
of any date the average of the highest and lowest reported
sales price regular way on such date (or if such date is not
a trading day, then on the most recent prior date which is a
trading day) of a share of Company Stock as reported on the
composite tape, or similar reporting system, for issues
listed on the New York Stock Exchange (or, if the Company
Stock is no longer traded on the New York Stock Exchange, on
such other national securities exchange on which the Company
Stock is listed or national securities or central market
system upon which transactions in Company Stock are
reported, as either shall be designated by the Committee for
the purposes hereof) or if sales of Common Stock are not
reported in any manner specified above, the average of the
high bid and low asked quotations on such date (or if such
date is not a trading day, then on the most recent prior
date which is a trading day) in the over-the-counter market
as reported by the National Association of Securities
Dealers' Automated Quotation System or, if not so reported,
by National Quotation Bureau, Incorporated or similar
organization selected by the Committee.
Final Target Value. "Final Target Value" means
with respect to each Trust Year the greater of (a) the
Target Value and (b) the Basket Value.
Insolvency. "Insolvency" means (a) the inability
of the Company to pay its debts as they become due, or (b)
the Company being subject to a pending proceeding as a
debtor under the provisions of Title 11 of the United States
Code (Bankruptcy Code).
Loan. "Loan" means the loan and extension of
credit to the Trust evidenced by the promissory note made by
the Trustee datedSeptember 9, 1992, with which the Trustee
purchased Company Stock, as amended as of August 15, 1996 to
reduce the remaining principal amount as a result of the as-
signment to Dial, and the assumption by the trustee of a new
trust established by Dial, of a portion of the remaining
principal amount of the Original Note specified in Section
3.5.
Plans. "Plans" mean the DC Plans, the employee
benefit plans listed on Schedule A hereto and any other em-
ployee benefit plan of the Company or its subsidiaries
designated as such by the Board of Directors.
Plan Participant. "Plan Participant" means a par-
ticipant in any of the Plans.
Suspense Account. "Suspense Account" means a
separate account to be maintained by the Trustee to hold
Excess Shares pursuant to the terms of Article 3 hereof.
Target Value. "Target Value" for a given Trust
Year means the amount set forth on Schedule B hereto.
Trustee. "Trustee" means Wells Fargo Bank of Ari-
zona, N.A., a national banking association (not in its
corporate capacity but as trustee of the Trust), or any suc-
cessor trustee.
Trust Year. "Trust Year" means the period begin-
ning on September 9, 1992 and ending on December 31, 1992
and each 12-month period beginning on January 1 and ending
on December 31 thereafter.
ARTICLE 2.
Contributions and Dividends
2.1. Contributions. For each Trust Year the Com-
pany shall contribute to the Trust in cash such amount,
which together with dividends, as provided in Section 2.2,
and any other earnings of the Trust, shall enable the
Trustee to make all payments of principal and interest due
under the Loan on a timely basis. The Company has
heretofore contributed to the Trust the funds necessary for
the Trust to make, and the Trust has made, the principal
payment of $11,600,000 due January 1, 1996. Unless
otherwise expressly provided herein, the Trustee shall apply
all such contributions, dividends and earnings to the
payment of principal and interest due under the Loan. If,
at the end of any Trust Year, no such contribution has been
made in cash, such contribution shall be deemed to have been
made in the form of forgiveness of principal and interest on
the Loan to the extent of the Company's failure to make
contributions as required by this Section 2.1. All
contributions made under the Trust shall be delivered to the
Trustee. The Trustee shall be accountable for all contribu-
tions received by it, but shall have no duty to require any
contributions to be made to it.
2.2. Dividends. Except as otherwise provided
herein, dividends paid in cash on Company Stock held by the
Trust, including Company Stock held in the Suspense Account,
shall be applied to pay interest and repay scheduled princi-
pal due under the Loan. In the event that dividends paid on
Company Stock held in the Trust, other than Extraordinary
Dividends, exceed the amount of scheduled principal and in-
terest due in any Trust Year, such excess shall be distrib-
uted to the Plans and/or to any other broad cross-section of
individuals employed by the Company, as determined in good
faith by the Committee; provided, however, that in the event
that in any Trust Year cash dividends on Company Stock held
by the Trust exceed the amount indicated on Schedule C here-
to, other than by reason of an Extraordinary Dividend, such
excess shall be applied to prepay principal of the Loan.
Extraordinary Dividends (other than the Distribution), as
well as dividends which are not in cash or in Company Stock,
shall not be used to pay interest on or principal of the
Loan, but shall be reduced to cash by the Trustee and
reinvested in Company Stock as soon as practicable. Shares
of Dial Common Stock received in the Distribution shall
concurrently therewith be transferred to The Dial
Corporation Employee Equity Trust as provided in Section
3.5. Company Stock purchased with the proceeds of an
Extraordinary Dividend or with the proceeds of a non-cash
dividend shall, for purposes of this Agreement (including
without limitation Section 3.1 hereof), be deemed to have
been acquired with the proceeds of the Loan. In the Trust-
ee's discretion, investments in Company Stock may be made
through open-market purchases, private transactions or (with
the Company's consent) purchases from the Company.
ARTICLE 3.
Release and Allocation of Company Stock
3.1. Release of Shares. Subject to the other pro-
visions of this Article 3, upon the payment or forgiveness
in any Trust Year of any principal on the Loan (a "Principal
Payment"), the following number of shares of Company Stock
acquired with the proceeds of the Loan shall be available
for allocation ("Available Shares") as provided in this
Article 3: the number of shares so acquired and held in the
Trust immediately before such payment or forgiveness,
multiplied by a fraction the numerator of which is the
amount of the Principal Payment and the denominator of which
is the sum of such Principal Payment and the remaining
principal of the Loan outstanding after such Principal Pay-
ment. Prior to August 15, 1996, the Company will have
allocated all Available Shares of Company Stock for 1996.
3.2. Allocations. Subject to the provisions of
Section 3.3, Available Shares shall be allocated as directed
by the Committee to the Plans on a quarterly basis or at
such other times during the Trust Year as may be required to
provide shares in accordance with the respective regular
payment schedules for benefits under such Plans. The
Committee's discretion shall be limited to the number of
shares of Company Stock allocated among Plans, with the al-
location itself being mandatory. Subject to Section 3.3, in
the event that as of December 31 of any given Trust Year,
any unallocated Available Shares remain after satisfaction
of all benefit obligations under each of the Plans for a
given Trust Year, and/or after determination of the amount,
if any, of Excess Shares, under Section 3.3, all remaining
Available Shares shall be contributed by the Trustee to the
Plans or such other plans of the Company or its subsidiaries
covering a broad cross-section of individuals employed by
the Company as the Committee shall direct.
3.3. Excess Shares. (a) Notwithstanding the pro-
visions of Section 3.2, Available Shares shall not be re-
leased from the Trust and allocated during a given Trust
Year pursuant to Section 3.2 to the extent that the Fair
Market Value of the Available Shares theretofore allocated
during such Trust Year, as of the date(s) of allocation,
together with the Fair Market Value of the Available Shares
proposed to be allocated, as of the date(s) of proposed
allocation, exceeds the Target Value. If, as of December 31
of such Trust Year, the Fair Market Value of the Available
Shares theretofore allocated during such Trust Year, as of
the date(s) of allocation, together with the Available
Shares for such Trust Year not yet allocated, exceeds the
Final Target Value, the Available Shares with a Fair Market
Value as of December 31 in an amount equal to such excess
shall not be released and allocated pursuant to this Section
3.2 but rather, such Available Shares ("Excess Shares")
shall be held by the Trustee in the Suspense Account and al-
located in accordance with the provisions of this Section
3.3.
(b) In the event that there are any Excess Shares
created in any Trust Year within a Calculation Period, such
Excess Shares shall be released from the Suspense Account
pursuant to Section 3.2 to the extent that but for such re-
lease the Fair Market Value of the Available Shares in a
subsequent Trust Year within the same Calculation Period
would be less than the Final Target Value. In the event
that in any Trust Year the value of the Available Shares was
less than the Final Target Value for such Trust Year (such
amount being referred to as the "Shortfall") and Excess
Shares are created in subsequent Trust Year within the same
Calculation Period, Excess Shares with a value equal to the
Shortfall shall be transferred by the Trustee to such Plans
as directed by the Committee; it being understood, that such
shares may not, in any event, be transferred to the Company.
(c) In the event that at the end of any Calcula-
tion Period there are Excess Shares that have not been al-
located pursuant to Section 3.3(b), such Excess Shares
shall, subject to the provisions of this subsection (c), be
distributed in equal amounts of shares in each Trust Year in
the next Calculation Period to individuals employed by the
Company or plans in which they participate, as directed by
the Committee taking into account the best interest of the
individuals employed by the Company and its subsidiaries.
However, Excess Shares which would have been allocated in a
Trust Year pursuant to the preceding sentence shall instead
be allocated pursuant to Section 3.2 to the extent that
there is a Shortfall with respect to such Trust Year. Any
Excess Shares remaining in the Trust at the beginning of the
final Calculation Period of the Trust shall be contributed
in equal amounts of shares in each Trust Year during such
Calculation Period to individuals employed by the Company or
plans in which they participate, as directed by the Com-
mittee taking into account the best interest of the
individuals employed by the Company and its subsidiaries,
and the Trust shall not terminate until such Excess Shares
have been so contributed.
3.4 Initial Allocation. Notwithstanding the
foregoing, the payment or forgiveness of principal on
September 10, 1992 resulted in an immediate release of
shares of Company Stock from the Trust determined in ac-
cordance with Section 3.2(a). Shares of Company Stock
released pursuant to the previous sentence were contributed
to the trustee of a trust established under a DC Plan.
3.5 Distribution. Upon receipt of shares of Dial
Common Stock in the Distribution, the Trustee shall concur-
rently therewith transfer those shares to the trustee of The
Dial Corporation Employee Equity Trust in exchange for as-
sumption by such trust of a portion of the principal of the
loan equal to (a) $108,100,000 (the remaining principal
amount of the loan outstanding immediately prior thereto)
multiplied by (b) the Distribution Fraction.
ARTICLE 4.
Compensation, Expenses and Tax Withholding
4.1. Compensation and Expenses. The Trustee shall
be entitled to such reasonable compensation for its services
as may be agreed upon from time to time by the Company and
the Trustee and to be reimbursed for its reasonable legal,
accounting and appraisal fees, expenses and other charges
reasonably incurred in connection with the administration,
management, investment and distribution of the Trust Fund.
Such compensation shall be paid, and such reimbursement
shall be made out of the Trust Fund. The Company agrees to
make sufficient contributions to the Trust to pay such
amounts owing the Trustee in addition to those contributions
required by Section 2.1 and, in the event the Company fails
to make the contributions necessary to pay amounts owing to
the Trustee, the Trustee shall be entitled to seek payment
directly from the Company.
4.2. Withholding of Taxes. The Trustee may with-
hold, require withholding, or otherwise satisfy its
withholding obligation, on any distribution which it is
directed to make, such amount as it may reasonably estimate
to be necessary to comply with applicable federal, state and
local withholding requirements. Upon settlement of such tax
liability, the Trustee shall distribute the balance of such
amount. Prior to making any distribution hereunder, the
Trustee may require such release or documents from any
taxing authority, or may require such indemnity, as the
Trustee shall reasonably deem necessary for its protection.
ARTICLE 5.
Administration of Trust Fund
5.1. Management and Control of Trust Fund.
Subject to the terms of this Agreement, the Trustee shall
have exclusive authority, discretion and responsibility to
manage and control the assets of the Trust Fund.
5.2. Investment of Funds.
Except as otherwise provided in Section 2.2 and in
this Section 5.2, the Trustee shall invest and reinvest the
Trust Fund exclusively in Company Stock, including any ac-
cretions thereto resulting from the proceeds of a tender of-
fer, recapitalization or similar transaction which, if not
in Company Stock, shall be reduced to cash as soon as
practicable. The Trustee may invest any portion of the
Trust Fund temporarily pending investment in Company Stock,
distribution or payment of expenses in (a) investments in
United States Government obligations with maturities of less
than one year, (b) interest-bearing accounts including but
not limited to certificates of deposit, time deposits,
saving accounts and money market accounts with maturities of
less than one year in any bank, including the Trustee's,
with aggregate capital in excess of $1,000,000,000 and a
Moody's Investor Services rating of at least P1, or an
equivalent rating from a nationally recognized ratings
agency, which accounts are insured by the Federal Deposit
Insurance Corporation or other similar federal agency, (c)
obligations issued or guaranteed by any agency or
instrumentality of the United States of America with
maturities of less than one year or (d) short-term discount
obligations of the Federal National Mortgage Association.
5.3. Trustee's Administrative Powers.
Except as otherwise provided herein, and subject
to the Trustee's duties hereunder, the Trustee shall have
the following powers and rights, in addition to those
provided elsewhere in this Agreement or by law:
(a) to retain any asset of the Trust Fund;
(b) subject to Section 5.4 and Article 3, to
sell, transfer, mortgage, pledge, lease or otherwise
dispose of, or grant options with respect to any Trust
Fund assets at public or private sale;
(c) upon direction from the Company, to borrow
from any lender (including the Company pursuant to the
Loan), to acquire Company Stock as authorized by this
Agreement, to enter into lending agreements upon such
terms (including reasonable interest and security for
the loan and rights to renegotiate and prepay such
loan) as may be determined by the Committee; provided,
however, that any collateral given by the Trustee for
the Loan shall be limited to cash and property
contributed by the Company to the Trust and dividends
paid on Company Stock held in the Trust Fund and shall
not include Company Stock acquired with the proceeds of
Loan;
(d) with the consent of the Committee, to settle,
submit to arbitration, compromise, contest, prosecute
or abandon claims and demands in favor of or against
the Trust Fund;
(e) to vote or to give any consent with respect
to any securities, including any Company Stock, held by
the Trust either in person or by proxy for any purpose,
provided that the Trustee shall vote, tender or
exchange all shares of Company Stock as provided in
Section 5.4;
(f) to exercise any of the powers and rights of
an individual owner with respect to any asset of the
Trust Fund and to perform any and all other acts that
in its judgment are necessary or appropriate for the
proper administration of the Trust Fund, even though
such powers, rights and acts are not specifically
enumerated in this Agreement;
(g) to employ such accountants, actuaries,
investment bankers, appraisers, other advisors and
agents as may be reasonably necessary in collecting,
managing, administering, investing, valuing, distribut-
ing and protecting the Trust Fund or the assets thereof
or any borrowings of the Trustee made in accordance
with Section 5.3(c); and to pay their reasonable fees
and expenses, which shall be deemed to be expenses of
the Trust and for which the Trustee shall be reimbursed
in accordance with Section 4.1;
(h) to cause any asset of the Trust Fund to be
issued, held or registered in the Trustee's name or in
the name of its nominee, or in such form that title
will pass by delivery, provided that the records of the
Trustee shall indicate the true ownership of such
asset;
(i) to utilize another entity as custodian to
hold, but not invest or otherwise manage or control,
some or all of the assets of the Trust Fund; and
(j) to consult with legal counsel (who may also
be counsel for the Trustee generally) with respect to
any of its duties or obligations hereunder; and to pay
the reasonable fees and expenses of such counsel, which
shall be deemed to be expenses of the Trust and for
which the Trustee shall be reimbursed in accordance
with Section 4.1.
Notwithstanding the foregoing, neither the Trust nor
the Trustee shall have any power to, and shall not,
engage in any trade or business.
5.4. Voting and Tendering of Company Stock.
(a) Voting of Company Stock. The Trustee shall
follow the directions of the trustee of any trust
established under a DC Plan as to the manner in which shares
of Company Stock held by the Trust are to be voted on each
matter brought before an annual or special stockholders'
meeting of the Company or the manner in which any consent is
to be executed, in each case as provided below. Before each
such meeting of stockholders, the Trustee shall cause to be
furnished to the trustee of each trust established under a
DC Plan a copy of the proxy solicitation material received
by the Trustee, together with a form requesting confidential
instructions as to how to vote the shares of Company Stock
held by the Trustee. Upon timely receipt of the DC Plans
Trustee Certification, the Trustee shall on each such matter
vote the number of shares (including fractional shares) of
Company Stock held by the Trust as follows:
The Trustee shall, with respect to each DC Plan,
assign to each DC Participant, a number of shares (the "DC
Participant Directed Amount") equal to the product of (i)
the total number of shares of Common Stock held in the Trust
Fund, and (ii) a fraction, the numerator of which is the
number of shares of Company Stock allocated from the Trust
Fund to such DC Participant's account in the DC Plan for the
most recent preceding Trust Year and the denominator of
which is the total number of shares of Company Stock
contributed by the Trustee to the trustees of the trusts
established under all the DC Plans with respect to such
Trust Year, in each case, as reflected in the DC Plans
Trustee Certification. Each share assigned to each DC
Participant in accordance with the previous sentence shall
be voted in accordance with such participant's direction to
the trustee of the DC Plan in which he participates with
respect to shares of Company Stock allocated to his account
in such DC Plan, as reflected in the DC Plans Trustee
Certification. Any shares of Company Stock which remain
undirected pursuant to the foregoing provisions shall be
voted for, against or to abstain in the same proportions as
the shares of Company Stock for which the Trustee is
directed as provided above. Similar provisions shall apply
in the case of any action by shareholder consent without a
meeting.
(b) Tender or Exchange of Company Stock. The
Trustee shall use its best efforts timely to distribute or
cause to be distributed to the trustee of any trust estab-
lished under any DC Plan any written materials distributed
to stockholders of the Company generally in connection with
any tender offer or exchange offer, together with a form
requesting confidential instructions on whether or not to
tender or exchange shares of Company Stock held in the
Trust. Upon timely receipt of the DC Plans Trustee
Certification, the Trustee shall tender or not tender the DC
Participant Directed Amount for each DC Participant in ac-
cordance with such participant's direction to the trustee of
the DC Plan in which he participates with respect to shares
of Company Stock allocated to his account in such DC Plan,
as set forth in the DC Plans Trustee Certification. The
trustee of any DC Plan shall not be limited in the number of
instructions to tender or withdraw from tender which it may
give but shall not have the right to give instructions to
tender or withdraw from tender after a reasonable time
established by the Trustee. If the Trustee shall not
receive timely instruction by means of the DC Plans Trustee
Certification as to the manner in which to respond to such a
tender or exchange offer, the Trustee shall not tender or
exchange any shares of Company Stock with respect to which
the trustee of any DC Plan has the right of direction, and
the Trustee shall have no discretion in such matter.
(c) The Company shall maintain appropriate proce-
dures to ensure that all instructions by DC Participants are
collected, tabulated, and transmitted to the trustees under
the DC Plans and to the Trustee without being divulged or
released to any person affiliated with the Company or its
affiliates. All actions taken by DC Participants and the
contents of the DC Plans Trustee Certification shall be held
confidential by the Trustee and shall not be divulged or re-
leased to any person, other than (i) agents of the Trustee
who are not affiliated with the Company or its affiliates or
(ii) by virtue of the execution by the Trustee of any proxy,
consent or letter of transmittal for the shares of Company
Stock held in the Trust.
5.5. Indemnification.
(a) The Company shall and hereby does indemnify
and hold harmless the Trustee from and against any claims,
demands, actions, administrative or other proceedings,
causes of action, liability, loss, cost, damage or expense
(including reasonable attorneys' fees), which may be
asserted against it, in any way arising out of or incurred
as a result of its action or failure to act in connection
with the operation and administration of the Trust; provided
that such indemnification shall not apply to the extent that
the Trustee has acted in willful or negligent violation of
applicable law or its duties under this Trust or in bad
faith. The Trustee shall be under no liability to any
person for any loss of any kind which may result (i) by
reason of any action taken by it in accordance with any
direction of the Committee or any DC Participant acting
pursuant to Section 5.4 (hereinafter collectively referred
to as the "directing participants"), (ii) by reason of its
failure to exercise any power or authority or to take any
action hereunder because of the failure of any such
directing participant to give directions to the Trustee, as
provided for in this Agreement, or (iii) by reason of any
act or omission of any of the directing participants with
respect to its duties under this Trust. The Trustee shall
be fully protected in acting upon any instrument,
certificate, or paper delivered by the Committee or any DC
Participant or beneficiary and believed in good faith by the
Trustee to be genuine and to be signed or presented by the
proper person or persons, and the Trustee shall be under no
duty to make any investigation or inquiry as to any state-
ment contained in any such writing, but may accept the same
as conclusive evidence of the truth and accuracy of the
statements therein contained.
(b) The Company may, but shall not be required
to, maintain liability insurance to insure its obligations
hereunder. If any payments made by the Company or the Trust
pursuant to this indemnity are covered by insurance, the
Company or the Trust (as applicable) shall be subrogated to
the rights of the indemnified party against the insurance
company.
(c) Without limiting the generality of the fore-
going, the Company may, at the request of the Trustee, ad-
vance to the Trustee reasonable amounts of expenses, includ-
ing reasonable attorneys' fees and expenses, which the
Trustee advises have been incurred in connection with its
investigation or defense of any claim, demand, action, cause
of action, administrative or other proceeding arising out of
or in connection with the Trustee's performance of its
duties under this Agreement.
5.6. General Duty to Communicate to Committee.
The Trustee shall promptly notify the Committee of all
communications with or from any government agency or with
respect to any legal proceeding with regard to the Trust and
with or from any Plan Participants concerning their
entitlements under the Plans or the Trust.
ARTICLE 6.
Accounts and Reports of Trustee
6.1. Records and Accounts of Trustee. The Trustee
shall maintain accurate and detailed records and accounts of
all transactions of the Trust, which shall be available at
all reasonable times for inspection or audit by any person
designated by the Company and which shall be retained as re-
quired by applicable law.
6.2. Fiscal Year. The fiscal year of the Trust
shall be the twelve month period beginning on January 1 and
ending on December 31.
6.3. Reports of Trustee. The Trustee shall
prepare and present to the Committee a report for the period
ending on the last day of each fiscal year, and for such
shorter periods as the Committee may reasonably request,
listing all securities and other property acquired and
disposed of and all receipts, disbursements and other
transactions effected by the Trust after the date of the
Trustee's last account, and further listing all cash, secu-
rities, and other property held by the Trust, together with
the fair market value thereof, as of the end of such period.
In addition to the foregoing, the report shall contain such
information regarding the Trust Fund's assets and
transactions as the Committee in its discretion may
reasonably request.
6.4. Final Report. In the event of the
resignation or removal of a Trustee hereunder, the Committee
may request and the Trustee shall then with reasonable
promptness submit, for the period ending on the effective
date of such resignation or removal, a report similar in
form and purpose to that described in Section 6.3.
ARTICLE 7.
Succession of Trustee
7.1. Resignation of Trustee. The Trustee or any
successor thereto may resign as Trustee hereunder at any
time upon delivering a written notice of such resignation,
to take effect sixty (60) days after the delivery thereof to
the Committee, unless the Committee accepts shorter notice;
provided, however, that no such resignation shall be effec-
tive until a successor Trustee has assumed the office of
Trustee hereunder.
7.2. Removal of Trustee. The Trustee or any suc-
cessor thereto may be removed by the Company by delivering
to the Trustee so removed an instrument executed by the
Committee. Such removal shall take effect at the date
specified in such instrument, which shall not be less than
sixty (60) days after delivery of the instrument, unless the
Trustee accepts shorter notice; provided, however, that no
such removal shall be effective until a successor Trustee
has assumed the office of Trustee hereunder.
7.3. Appointment of Successor Trustee. Whenever
the Trustee or any successor thereto shall resign or be re-
moved or a vacancy in the position shall otherwise occur,
the Board of Directors shall use its best efforts to appoint
a successor Trustee as soon as practicable after receipt by
the Committee of a notice described in Section 7.1, or the
delivery to the Trustee of a notice described in Section
7.2, as the case may be, but in no event more than seventy-
five (75) days after receipt or delivery, as the case may
be, of such notice. A successor Trustee's appointment shall
not become effective until such successor shall accept such
appointment by delivering its acceptance in writing to the
Company. If a successor is not appointed within such 75 day
period, the Trustee, at the Company's expense, may petition
a court of competent jurisdiction for appointment of a
successor.
7.4. Succession to Trust Fund Assets. The title
to all property held hereunder shall vest in any successor
Trustee acting pursuant to the provisions hereof without the
execution or filing of any further instrument, but a resign-
ing or removed Trustee shall execute all instruments and do
all acts necessary to vest title in the successor Trustee.
Each successor Trustee shall have, exercise and enjoy all of
the powers, both discretionary and ministerial, herein con-
ferred upon its predecessors. A successor Trustee shall not
be obliged to examine or review the accounts, records, or
acts of, or property delivered by, any previous Trustee and
shall not be responsible for any action or any failure to
act on the part of any previous Trustee.
7.5. Continuation of Trust. In no event shall the
legal disability, resignation or removal of a Trustee termi-
nate the Trust, but the Board of Directors shall forthwith
appoint a successor Trustee in accordance with Section 7.3
to carry out the terms of the Trust.
7.6. Changes in Organization of Trustee. In the
event that any corporate Trustee hereunder shall be
converted into, shall merge or consolidate with, or shall
sell or transfer substantially all of its assets and
business to, another corporation, state or federal, the
corporation resulting from such conversion, merger or
consolidation, or the corporation to which such sale or
transfer shall be made, shall thereunder become and be the
Trustee under the Trust with the same effect as though
originally so named.
7.7. Continuance of Trustee's Powers in Event of
Termination of the Trust. In the event of the termination
of the Trust, as provided herein, the Trustee shall dispose
of the Trust Fund in accordance with the provisions hereof.
Until the final distribution of the Trust Fund, the Trustee
shall continue to have all powers provided hereunder as nec-
essary or expedient for the orderly liquidation and
distribution of the Trust Fund.
ARTICLE 8.
Amendment or Termination
8.1. Amendments. Except as otherwise provided
herein, the Company may amend the Trust at any time and from
time to time in any manner which it deems desirable,
provided that no amendment which would adversely affect the
contingent rights of Plan Participants may change (a) the
allocation formula contained in Section 3.1 or Section 3.2
so as to change the Fair Market Value in any Trust Year of
the Available Shares or the Excess Shares, (b) the terms of
Section 3.3, (c) the Target Value reflected on Schedule B
with respect to any Trust Year, (d) the provisions of
Section 2.2 as to the use of dividends in excess of the
amounts reflected on Schedule C, (e) the provisions of
Section 5.4, (f) the provisions of Section 8.2, (g) the
provisions of this Section 8.1, or (h) change the duties of
the Trustee without the Trustee's consent, which consent
shall not be unreasonably withheld. Notwithstanding the
foregoing, the Company shall retain the power under all
circumstances to amend the Trust to correct any errors or
clarify any ambiguities or similar issues of interpretation
in this Agreement.
8.2. Termination. Subject to the terms of Section
3.3(c) and this Section 8.2, the Trust shall terminate on
September 8, 2012 or any earlier date on which the Loan is
paid in full (the "Termination Date"). The Board of Direc-
tors may terminate the Trust at any time prior to the Termi-
nation Date. The Trust shall also terminate automatically
upon the Company giving the Trustee notice of a Change of
Control. Immediately upon a termination of the Trust, the
Company shall be deemed to have forgiven all amounts then
outstanding under the Loan. As soon as practicable after
receiving notice from the Company of a Change of Control or
upon any other termination of the Trust, the Trustee shall
sell all of the Company Stock and other non-cash assets (if
any) then held in the Trust Fund as directed by the
Committee in good faith taking into account the interests of
a broad cross-section of individuals employed by the
Company. The proceeds of such sale shall first be returned
to the Company up to an amount equal to the principal
amount, plus any accrued interest, of the Loan that was
forgiven upon such termination. Subject to the provisions
of Section 3.3(c), any funds remaining in the Trust after
such payment to the Company shall be distributed with
reasonable promptness to a broad cross-section of Plan
Participants or to individuals employed by the Company
generally or to any benefit plan or trust in which a broad
cross-section of individuals employed by the Company
participate, as the Committee may in good faith determine
taking into account the best interests of the individuals
employed by the Company.
8.3. Form of Amendment or Termination. Any amend-
ment or termination of the Trust shall be evidenced by an
instrument in writing signed by an authorized officer of the
Company, certifying that said amendment or termination has
been authorized and directed by the Company or the Board of
Directors, as applicable, and, in the case of any amendment,
shall be consented to by signature of an authorized officer
of the Trustee, if required by Section 8.1.
ARTICLE 9.
Miscellaneous
9.1. Controlling Law. The laws of the State of
Delaware shall be the controlling law in all matters
relating to the Trust, without regard to conflicts of law.
9.2. Committee Action. Any action required or
permitted to be taken by the Committee may be taken on
behalf of the Committee by any individual so authorized.
The Company shall furnish to the Trustee the name and
specimen signature of each member of the Committee upon
whose statement of a decision or direction the Trustee is
authorized to rely. Until notified of a change in the
identity of such person or persons, the Trustee shall act
upon the assumption that there has been no change.
9.3. Notices. All notices, requests, or other
communications required or permitted to be delivered
hereunder shall be in writing, delivered by registered or
certified mail, return receipt requested as follows:
To the Company:
Viad Corp
1850 North Central Avenue
Phoenix, Arizona 85077
Attention: General Counsel
To the Trustee:
Wells Fargo Bank of Arizona, N.A.
100 West Washington
MAC # 4101-086
Phoenix, Arizona 85003
Attention: Patricia A. Cross
Any party hereto may from time to time, by written notice
given as aforesaid, designate any other address to which no-
tices, requests or other communications addressed to it
shall be sent.
9.4. Severability. If any provision of the Trust
shall be held illegal, invalid or unenforceable for any rea-
son, such provision shall not affect the remaining parts
hereof, but the Trust shall be construed and enforced as if
said provision had never been inserted herein.
9.5. Protection of Persons Dealing with the Trust.
No person dealing with the Trustee shall be required or en-
titled to monitor the application of any money paid or prop-
erty delivered to the Trustee, or determine whether or not
the Trustee is acting pursuant to authorities granted to it
hereunder or to authorizations or directions herein
required.
9.6. Tax Status of Trust. It is intended that the
Company, as grantor hereunder, be treated as the owner of
the entire Trust and the trust assets under Section 671, et
seq. of the Code. Until advised otherwise, the Trustee may
presume that the Trust is so characterized for federal
income tax purposes and shall make all filings of tax
returns on that presumption.
9.7. Participants to Have No Interest in the Com-
pany by Reason of the Trust. Neither the creation of the
Trust nor anything contained in the Trust shall be construed
as giving any person, including any individual employed by
the Company or any subsidiary of the Company, any equity or
interest in the assets, business, or affairs of the Company
except to the extent that any such individuals are entitled
to exercise stockholder rights with respect to Company Stock
pursuant to Section 5.4.
9.8. Nonassignability. No right or interest of
any person to receive distributions from the Trust shall be
assignable or transferable, in whole or in part, either di-
rectly or by operation of law or otherwise, including, but
not by way of limitation, execution, levy, garnishment, at-
tachment, pledge, or bankruptcy, but excluding death or men-
tal incompetency, and no right or interest of any person to
receive distributions from the Trust shall be subject to any
obligation or liability of any such person, including claims
for alimony or the support of any spouse or child.
9.9. Gender and Plurals. Whenever the context re-
quires or permits, the masculine gender shall include the
feminine gender and the singular form shall include the plu-
ral form and shall be interchangeable.
9.10. Counterparts. This Agreement may be exe-
cuted in any number of counterparts, each of which shall be
considered an original.
IN WITNESS WHEREOF, the Company and the Trustee
have caused this Agreement to be signed, and their seals af-
fixed hereto, by their authorized officers all as of the
day, month and year first above written.
VIAD CORP
By
Frederick G. Emerson
Vice President and Secretary
WELLS FARGO BANK OF ARIZONA, N.A.
By
Patricia A. Cross
Assistant Vice President
<PAGE>
<PAGE>
SCHEDULE A
1. Viad Corp Supplemental Pension Plan
2. Viad Companies Medical Plans
3. Viad Corporation Health Care Plan
4. 1973 Stock Option Plan
5. 1983 Stock Option and Incentive Plan
6. Viad Corp 1992 Stock Incentive Plan
7. Viad Corp Management Incentive Plan (including underly-
ing Lines of Business Plans)
8. Viad Corp Performance Unit Incentive Plan
<PAGE>
<PAGE>
<TABLE>
SCHEDULE B
Trust Year Target Value ($)*
<C> <C>
1992 14,400,000
1993 40,600,000
1994 25,400,000
1995 20,200,000
1996 23,500,000
1997 27,000,000
1998 30,500,000
1999 34,400,000
2000 39,000,000
2001 44,200,000
2002 50,200,000
2003 57,200,000
2004 65,300,000
2005 74,700,000
2006 85,500,000
2007 98,100,000
<FN>
* The Target Value for whole or partial years after the date of
the Distribution shall be x - (x times y), where x is the amount
set forth under Target Value and y is the Distribution Fraction.
/TABLE
<PAGE>
<PAGE>
<TABLE>
SCHEDULE C
Trust Year Dividends ($)
<C> <C>
1996 $3,825,000
1997 2,650,000
1998 2,700,000
1999 2,750,000
2000 2,750,000
2001 2,700,000
2002 2,600,000
2003 2,450,000
2004 2,150,000
2005 1,750,000
2006 1,250,000
2007 500,000
</TABLE>
