TRAVELERS EXPRESS COMPANY, INC.
SUPPLEMENTAL PENSION PLAN
1. PURPOSE.
The purpose of the Travelers Express Company, Inc.
Supplemental Pension Plan (hereinafter referred to as the "Plan")
is to provide deferred compensation to Eligible Employees (as
defined in paragraph 2) on and after January 1, 1994.
Participants and former Participants who terminated employment
prior to January 1, 1994 remain subject to the terms of the prior
Plan in which they participated at the time of their termination,
but any benefits remaining to be paid under the prior Plan shall
be paid from this Plan. It is the intention of the Travelers
Express Company, Inc. (hereinafter called the "Company") that
Eligible Employees are those employees designated by the Board of
Directors of the Company, from a select group of management or
highly compensated employees of the Company, and that the Plan
continue to be eligible for exemptions under Parts 1, 2, 3 and 4
of Title 1 of ERISA and U.S. Department of Labor regulations. It
also is the intention of the Company that the plan be unfunded,
that no trust be created, that any Eligible Employee's rights
under the plan are those of a general creditor only, that there
be no elections with respect to any benefits under the Plan by
Eligible Employees, and that the amounts deferred and any
earnings thereon shall remain the unrestricted assets of the
Company. Subject to rights and benefits expressly fixed by the
terms hereof, the Company also intends that the Plan may be
amended or terminated and that benefits may be reduced or
eliminated as the Board of Directors of the Company determines
from time to time and that individuals' rights may be altered.
The terms used in the Plan shall have the same meaning as set
forth in the Travelers Express Company, Inc. appendix to The Dial
Companies Retirement Income Plan, unless the context clearly
requires otherwise.
2. PARTICIPATION.
An employee of the Company or a subsidiary of the Company
(hereinafter a "Subsidiary") may become eligible to participate
in the Plan (referred to herein as "Eligible Employee") when
approved by the Board of Directors of the Company. A list of
Eligible Employees is attached as Exhibit A to the plan, and such
Exhibit shall be periodically updated.
3. FUNDING.
No fund shall be established to provide for the payment of
benefits under the Plan. No trust shall be created. Any rights
of an Eligible Employee or any other person claiming by or
through him shall be those of a general creditor of the Company
only. The Company may create book reserves or take such other
steps as it deems appropriate to provide for its expected
liabilities under the Plan. Any funds, and the proceeds
therefrom, utilized by the Company to provide for its expected
liabilities under the Plan shall remain the unrestricted assets
of the Company.
4. RETIREMENT BENEFITS.
(a) The Company shall provide, subject to all the terms and
conditions of the Plan, a monthly benefit as of the Eligible
Employs 65th birthdate (the "Normal Retirement Date") payable in
the manner set forth in paragraph 5 of the Plan in an amount
equal to:
(1) the product of (A) and (B) less the product of (b) and
(C) plus the "special benefit", if any, provided in
subparagraph (B) of this paragraph where:
(A) is 2% of the Eligible Employee's actual Average
Monthly Compensation under the Travelers Express
Company, Inc. appendix to the Dial Companies
Retirement Income Plan;
(B) is the number of full years of actual Credited
Service under the Travelers Express Company, Inc.
appendix to the Dial Companies Retirement Income
Plan, but not to exceed 25 years; and
(C) is 2% of the Primary Social Security entitlement
of the Eligible Employee (as such term is defined
in the Dial Companies Retirement Income Plan);
reduced by
(2) the amount of monthly pension benefits actually paid or
payable to the Eligible Employee from the Travelers
Express Company, Inc. appendix to the Dial Companies
Retirement Income Plan or any other qualified pension
plan, which DOES NOT INCLUDE contributions described in
Internal Revenue Code 401(k) or 401(m), sponsored by
the Company or a Subsidiary (hereinafter "Qualified
Pension Plan"). In addition, when an Eligible Employee
is a participant in more than one Qualified Pension
Plan and benefits under any one of such Qualified
Pension Plans are not available immediately on account
of early retirement eligibility or other provisions,
then, for the purposes of the Plan, such benefits shall
be taken into account as though payable immediately on
an actuarially equivalent basis, as reasonably
determined by the Company in its sole discretion.
(b) For the purposes of determining the monthly benefit set
forth in subparagraph (a) of this paragraph 4, the following
rules shall apply. First, the compensation taken into account
and the benefit calculated under the formula in subparagraph (a)
above shall not be limited as provided in Internal Revenue Code
section 401(a)(17) or 415. Second, Eligible Employees who have
25 or more full years of actual Credited Service under the
Travelers Express appendix to the Dial Companies Retirement
Income Plan (without regard to the 25 year Credited Service
limitation in that appendix) shall include in the determination
of their benefit a "special benefit" equal to 1/2 of 1% of their
Average Monthly Compensation under the Travelers Express Company,
Inc. appendix to the Dial Companies Retirement Income Plan for
each such additional full year of such Credited Service earned
after such 25 years up to 30 full years of Credited Service. In
no event shall this "special benefit" exceed 2 1/2% of Average
Monthly Compensation.
5. FORM OF PAYMENT.
The benefit derived from the formula contained in paragraph
4 and 6 of the Plan shall be payable at the same time and in the
same form or forms as available and actually elected by the
eligible employee under the Travelers Express Company, Inc.
appendix to the Dial Companies Retirement Income Plan or any
other Qualified Pension Plan. If benefits under two or more
Qualified Pension Plans are payable, then the options selected
for the Qualified Pension Plan generating the largest monthly
pension payment (including the beneficiary designation in
connection with such option and benefits, if applicable) shall
prevail for the purposes of the plan. Notwithstanding the
foregoing, no lump sum distributions shall occur or be permitted
hereunder.
6. EARLY RETIREMENT BENEFIT.
In the event benefits under the Plan are to commence as of a
date prior to the Eligible Employee's Normal Retirement Date, the
monthly benefit described in paragraph 4 of the Plan shall be
reduced by 1/2 of 1% of such benefit for each month that the
actual retirement date precedes the Eligible Employee's 65th
birthdate; except that if the Eligible Employee has 30 full years
or more of actual Credited Service under the Travelers Express
Company, Inc. appendix to the Dial Companies Retirement Income
Plan (without regard to the 25 year Credited Service limitation
in that appendix) and benefits under the Plan are to commence on
or after the Eligible Employee's 60th birthdate, there shall be
no such reduction.
7. SURVIVOR'S BENEFIT.
A survivor's benefit equal to 1/2 of the amount the Eligible
Employee would have been entitled to receive under the Plan had
he or she retired on the date of his or her death, determined in
accordance with paragraphs 4, 5 and 6 of the Plan, shall be
payable to the Eligible Employee's surviving spouse, or minor
child or children, but only if upon the Eligible Employee's death
any such spouse or child is actually entitled to or is deemed by
the Company to be entitled to a pre-retirement Death Benefit
described in the Travelers Express Company, Inc. appendix to the
Dial Companies Retirement Income Plan. If the spouse is the
beneficiary, the survivor's benefit shall be further reduced by
1/2 of 1% for each month in excess of 60 that the spouse's
birthdate follows that of the deceased Eligible Employee.
8. VESTING.
An Eligible employee who has accumulated 10 years of
service, in the aggregate, with the Company, a Subsidiary or The
Dial Corp or its subsidiaries, shall, subject to all other terms
and conditions set forth in the Plan, be vested and entitled to a
benefit hereunder. Prior to vesting in accordance with this
paragraph 8, no benefit shall be payable under the Plan to the
Eligible Employee or any person claiming a benefit by or through
him or her.
9. ADMINISTRATION, AMENDMENT, MODIFICATION, AND
TERMINATION OF THE PLAN.
The Board of Directors of the Company may terminate the Plan
at any time. Any amounts vested under the Plan and based on the
actual Credited Service under the Travelers Express Company, Inc.
prior to any such termination shall continue to be subject to the
terms, conditions, and elections in effect under the plan when
the Plan is terminated. The Plan may be amended at any time or
from time to time by the Board of Directors of the Company. The
Company shall have full power and authority to interpret and
administer the Plan, to promulgate rules of Plan administration,
to adopt a claims procedure, to conclusively settle any disputes
as to rights or benefits arising from the plan, and to make such
decisions or take such actions as the Company, in its sole
discretion, reasonably deems necessary or advisable to aid in the
proper administration and maintenance of the Plan. The Company
may, in its sole discretion, appoint a committee (the
"Committee") to carry out some or all of the administrative
activities set forth in the preceding sentence on its behalf.
10. MISCELLANEOUS.
The Plan, and any determination made by the Company or the
Committee in connection therewith, shall be binding upon each
Eligible Employee, his or her beneficiary or beneficiaries,
heirs, executors, administrators, successors and assignees.
Notwithstanding the foregoing sentence, no benefit under the Plan
may be sold, assigned, transferred, conveyed, hypothecated,
encumbered, anticipated or otherwise disposed of, and any attempt
to do so shall be void. No such benefit payment shall, prior to
actual receipt thereof by the Eligible Employee, or his or her
beneficiary or beneficiaries, as the case may be, be in any
manner subject to the debts, contracts, liabilities or
engagements of such Eligible Employee or beneficiary(ies). The
Plan shall not constitute, nor be deemed to constitute, a
contract of employment between the Company, or any of its
subsidiaries, and any Eligible Employee, nor shall any provision
hereof restrict the right of the Company or any of its
subsidiaries to discharge any Eligible Employee from his or her
employment, with or without cause.
/s/ Robert H. Bohannon 5/26/95
Robert H. Bohannon Date
President and CEO
/s/ Shirley Kerfoot 5/26/95
Shirley Kerfoot Date
V.P. Human Resources/
Corp Services