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                                                                   Exhibit 10(k)

                    THE DIAL CORPORATION AMENDED AND RESTATED
                      DIRECTORS DEFERRED COMPENSATION PLAN
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                               TABLE OF CONTENTS

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                                                                       PAGE
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ARTICLE 1 Purpose ...............................................        1

ARTICLE 2 Definitions ...........................................        1

ARTICLE 3 Deferral Elections of Compensation ....................        5


    3.1 DEFERRAL ELECTION .......................................        5
    3.2 TIMING OF DEFERRAL ELECTIONS ............................        5
    3.3 IRREVOCABILITY ..........................................        5
    3.4 CESSATION OF DEFERRAL ELECTIONS .........................        6
    3.5 RETURN TO WORK FOLLOWING DISABILITY OR LEAVE OF ABSENCE .        6
    3.6 INITIAL PLAN YEAR .......................................        6

ARTICLE 4 Treatment of Deferral Amounts .........................        6

    4.1 MEMORANDUM ACCOUNTS .....................................        6
    4.2 INVESTMENT OF CASH ACCOUNTS .............................        6
    4.3 CONVERSION TO STOCK UNITS ...............................        6
    4.4 TRANSFER AMONG INVESTMENT CHOICES .......................        7
    4.5 CONVERSION BETWEEN STOCK UNIT ACCOUNTS AND CASH ACCOUNTS         7
    4.6 STOCK UNIT DIVIDEND EQUIVALENT RIGHTS ...................        7
    4.7 VESTING .................................................        8
    4.8 REPORTS .................................................        8
    4.9 TREATMENT OF PRIOR BALANCES .............................        9

ARTICLE 5 Payment of Account Balances ...........................        9

  5.1 FORM OF PAYMENT ...........................................        9
  5.2 INITIAL PAYMENT METHOD ELECTION ...........................        9
  5.3 PAYMENT OF PRIOR BALANCES .................................        9
  5.4 CHANGE IN PAYMENT METHOD ..................................        9
  5.5 PAYMENT UPON TERMINATION ..................................       10
  5.6 PAYMENT UPON DISABILITY ...................................       10
  5.7 PAYMENT UPON DEATH ........................................       10
  5.8 SHORT-TERM PAYOUT .........................................       11
  5.9 UNFORESEEABLE FINANCIAL EMERGENCY .........................       11
  5.10 WITHDRAWAL ELECTION ......................................       11
</TABLE>
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<TABLE>
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  5.11 TIMING OF LUMP SUM PAYMENTS ............................       11
  5.12 TIMING OF ANNUAL INSTALLMENTS ..........................       12
  5.13 PRORATION OF PAYMENTS ..................................       12
  5.14 PAYMENT FROM STOCK UNIT ACCOUNTS .......................       12

ARTICLE 6 Administration.......................................       12

  6.1 PLAN ADMINISTRATION .....................................       12
  6.2 DELEGATION TO MANAGEMENT COMMITTEE ......................       12
  6.3 GENERAL POWERS AND RESPONSIBILITIES OF PLAN ADMINISTRATOR       12
  6.4 ACTION OF PLAN ADMINISTRATOR ............................       13
  6.5 LIABILITY ...............................................       13
  6.6 INDEMNIFICATION OF PLAN ADMINISTRATOR ...................       13
  6.7 ADMINISTRATION UPON CHANGE IN CONTROL ...................       13
  6.8 COMPANY INFORMATION .....................................       14

ARTICLE 7 Beneficiary Designation .............................       14

  7.1 BENEFICIARY .............................................       14
  7.2 CHANGE OF BENEFICIARY; SPOUSAL CONSENT ..................       14
  7.3 ACKNOWLEDGMENT ..........................................       14
  7.4 NO BENEFICIARY DESIGNATION ..............................       14
  7.5 DOUBT AS TO BENEFICIARY .................................       14

ARTICLE 8 Amendment and Termination of the Plan ...............       15

  8.1 TERMINATION .............................................       15
  8.2 AMENDMENT ...............................................       15
  8.3 EFFECT OF PAYMENT .......................................       16

ARTICLE 9 Claims Procedures ...................................       16

  9.1 PRESENTATION OF CLAIM ...................................       16
  9.2 NOTIFICATION OF DECISION ................................       16
  9.3 REVIEW OF A DENIED CLAIM ................................       16
  9.4 DECISION ON REVIEW ......................................       16
  9.5 LEGAL ACTION ............................................       17

ARTICLE 10 Funding ............................................       17

  10.1 ESTABLISHMENT OF THE TRUST .............................       17
  10.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST ............       17
  10.3 DISTRIBUTIONS FROM THE TRUST ...........................       17
</TABLE>


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ARTICLE 11 Miscellaneous .....................................       17

    11.1 STATUS OF PLAN ......................................       17
    11.2 UNSECURED GENERAL CREDITOR ..........................       17
    11.3 ASSETS ..............................................       17
    11.4 COMPANY LIABILITY ...................................       18
    11.5 NONASSIGNABILITY ....................................       18
    11.6 NO RIGHT TO CONTINUED SERVICE .......................       18
    11.7 FURNISHING INFORMATION ..............................       18
    11.8 TERMS ...............................................       18
    11.9 CAPTIONS ............................................       18
    11.10 GOVERNING LAW ......................................       18
    11.11 NOTICE .............................................       18
    11.12 SUCCESSORS .........................................       19
    11.13 SPOUSE'S INTEREST ..................................       19
    11.14 REFORMATION AND SEVERABILITY .......................       19
    11.15 INCOMPETENCE .......................................       19
    11.16 COURT ORDER ........................................       20
    11.17 DISTRIBUTION IN THE EVENT OF TAXATION ..............       20
    11.18 TAXES ..............................................       20
    11.19 INSURANCE ..........................................       20
    11.20 LITIGATION TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL       20
    11.21 EFFECT OF THE PLAN .................................       20
</TABLE>


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                    THE DIAL CORPORATION AMENDED AND RESTATED
                      DIRECTORS DEFERRED COMPENSATION PLAN

                (FORMERLY KNOWN AS THE DEFERRED COMPENSATION PLAN
                     FOR DIRECTORS OF THE DIAL CORPORATION)

                                    ARTICLE I
                                     PURPOSE

         The purpose of this Amended and Restated Directors Deferred
Compensation Plan is to provide directors who are not employees of The Dial
Corporation the opportunity to defer receipt of Compensation to which they are
entitled while the Plan is in effect. The Plan is intended to be an unfunded
nonqualified deferred compensation plan maintained for "a select group of
management or highly compensated employees," as that phrase is used in Title I
of ERISA, and shall be construed and administered accordingly.

                                    ARTICLE 2
                                   DEFINITIONS

         For purposes of the Plan, the following terms shall have the following
meanings:

         "ACCOUNT BALANCES" shall mean the sum of the balances of a
Participant's Cash Account and Stock Unit Account.

         "ALLOCATION DATE" shall mean the date on which all or a portion of a
Participant's Deferral Amount is credited to his or her Cash Account or Stock
Unit Account, which shall be the date on which such Deferral Amount (or portion
thereof) would have been paid to the Participant if the Participant had not made
a Deferral Election.

         "ANNUAL INSTALLMENT" shall mean any installment payment required to be
paid to a Participant, the amount of each of which shall be determined by
multiplying each Account Balance as of the Valuation Date immediately preceding
the date of the Annual Installment by a fraction, the numerator of which shall
be one (1) and the denominator of which shall be the number of Annual
Installments remaining to be paid to the Participant.

         "BENEFICIARY" shall mean the person or persons designated by a
Participant in accordance with Article 7 to receive payments under the Plan
following the death of the Participant.

         "BOARD" shall mean the Board of Directors of the Company.
<PAGE>   6
         "CASH ACCOUNT" shall mean a memorandum account established on the books
of the Company on behalf of a Participant, into which shall be credited an
amount, cash pursuant to Article 4.

         "CAUSE" shall mean (i) the conviction of a Participant for committing a
felony under federal law or the law of the state in which such action occurred,
(ii) material dishonesty in the course of fulfilling a Participant's duties or
(iii) willful and deliberate failure on the part of a Participant to perform his
duties in any material respect, or (iv) such other events as shall be determined
by the Plan Administrator.

         "CHANGE IN CAPITALIZATION" shall have the meaning set forth in Section
4.6(iv) of Article 4.

         "CHANGE IN CONTROL" shall have the meaning set forth in Appendix A.

         "CHANGE IN CONTROL PAYMENT METHOD" shall mean the manner in which a
Participant's Account Balances are paid to a Participant following a Change in
Control in accordance with the Participant's election, such manner to be either
(i) a lump sum upon a Change in Control or (ii) a lump sum upon termination for
any reason following a Change in Control; provided, that, if a Participant does
not elect a Change in Control Payment Method, the Participant's other Payment
Methods shall remain in effect following a Change in Control.

         "CLAIMANT" shall have the meaning set forth in Section 9.1 of Article
9.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMON STOCK" shall mean the common stock, par value $.01 per share,
of the Company.

         "COMPANY" shall mean The Dial Corporation, A Delaware corporation, and
any successor thereto.

         "COMPENSATION" shall mean the retainer fees and meeting fees payable to
a Participant.

         "CONVERSION NOTICE" shall have the meaning set forth in Section 4.5 of
Article 4.

         "DEFERRAL AMOUNT" shall mean a specified percentage or specified dollar
amount of Compensation elected by a Participant to be deferred in a Plan Year.

         "DEFERRAL ELECTION" shall mean A Participant's timely election of a
Deferral Amount pursuant to Article 3.


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         "DEFERRAL ELECTION FORM" shall mean the form that a Participant must
submit to the Plan Administrator documenting his or her Deferral Election.

         "DEFERRED COMPENSATION ACCOUNTS" shall mean a Participant's Cash
Account and Stock Unit Account.

         "DISABILITY" shall mean a condition as a result of which a Participant
would qualify for permanent disability benefits under the Company's long-term
disability if the Participant were a participant in such plan, as determined by
the Plan Administrator.

         "ELIGIBLE DIRECTOR" shall mean each member of the Board who does not
receive a regular salary as an employee of the Company.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "FAIR MARKET VALUE" on any date shall mean the mean between the highest
and lowest reported sales prices of the Common Stock on the New York Stock
Exchange Composite Tape or, if not listed on such exchange, on any other
national exchange on which the Common Stock is listed or on the NASDAQ National
Market System or on NASDAQ or, if there is no regular public trading market for
the Common Stock, as determined by the Committee in good faith.

         "INVESTMENT CHOICES" shall mean the reference investment vehicles made
available by the Plan Administrator from time to time in which Participants'
Deferral Amounts and Prior Balances will be deemed to be invested pursuant to
Section 4.2 of Article 4.

         "LEAVE OF ABSENCE" shall mean a paid or unpaid break in the service of
a Participant with the approval of the Plan Administrator.

         "PARTICIPANT" shall mean any Eligible Director who makes a Deferral
Election pursuant to Section 3.1 of Article 3 and for whom one or more Deferred
Compensation Accounts are maintained under the Plan.

         "PAYMENT METHOD" shall mean any of a Participant's Change in Control
Payment Method, Retirement Payment Method, Survivor Payment Method and
Termination Payment Method.

         "PLAN" shall mean The Dial Corporation Amended and Restated Directors
Deferred Compensation Plan (formerly known as the Deferred Compensation Plan for
Directors of The Dial Corporation), as such Plan may be amended from time to
time.


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<PAGE>   8
         "PLAN ADMINISTRATOR" shall mean the Board or a committee to which the
Board delegates its powers and duties under the Plan, as set forth in Section
6.2 of Article 6, or, upon and following a Change in Control, one or more
persons selected pursuant to Section 6.7 of Article 6.

         "PLAN YEAR" shall mean the calendar year.

         "PRIOR BALANCES" shall mean the amounts in a Participant's deferred
compensation accounts (under the terms of the Deferred Compensation Plan for
Directors of The Dial Corporation) as of December 31, 1997.

         "RETIREMENT" shall mean termination of service as a member of the Board
upon or following the earlier of (i) the date on which the Participant has five
(5) Years of Service or (ii) the date on which the Participant's age is at
least 70; provided, however, that "Retirement" shall not include termination
upon or following such dates for Cause or as a result of death.

         "RETIREMENT PAYMENT METHOD" shall mean the manner in which a
Participant's Account Balances are paid to the Participant upon Retirement in
accordance with the Participant's election, such manner to be either (i) a lump
sum payment or (ii) two (2), three (3), five (5), ten (10) or fifteen (15)
Annual Installments.

         "SHORT-TERM PAYOUT" shall have the meaning set forth in Section 5.8 of
Article 5.

         "STOCK UNIT ACCOUNT" shall mean a memorandum account established on the
books of the Company on behalf of a Participant, into which shall be credited a
number of Stock Units pursuant to Article 4.

         "STOCK UNITS" shall mean units credited to a Participant's Stock
Unit Account, with one Stock Unit having a value on a date equal to the Fair
Market Value of one share of Common Stock on such date.

         "SURVIVOR PAYMENT METHOD" shall mean the manner in which a
Participant's Account Balances are paid to the Beneficiary of the Participant
upon the Participant's death prior to Retirement in accordance with the
Participant's election, such manner to be either (i) a lump sum or (ii) two (2),
three (3), five (5), ten (10) or fifteen (15) Annual Installments.

         "TERMINATION" shall mean termination of a Participant's service as a
member of the Board, other than (i) for Cause or (ii) upon his or her Retirement
or death.

         "TERMINATION PAYMENT METHOD" shall mean the manner in which a
Participant's Account Balances are paid to the Participant upon Termination in
accordance


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<PAGE>   9
with the Participant's election, such manner to be either (i) a lump sum
payment or (ii) two (2) or three (3) Annual Installments.

         "TRUST" shall mean the trust established pursuant to Article 10.

         "UNFORESEEABLE FINANCIAL EMERGENCY" shall mean an unanticipated
emergency which is (i) a sudden and unexpected illness or accident of the
Participant or a dependent of the Participant (with "dependent" defined for
purposes of the Plan as in Section 152(a) of the Code), (ii) a loss of the
Participant's property due to casualty or (iii) such other extraordinary
circumstances deemed to be an Unforeseeable Financial Emergency, in each case
caused by an event beyond the control of the Participant and imposing severe
financial hardship to the Participant.

         "VALUATION DATE" shall mean the last day of each calendar month.

         "YEAR OF SERVICE" shall mean each complete 365-day period during which
a member of the Board has been a member of the Board, such period to commence on
the member's initial date of appointment or election (as the case may be) and
each anniversary of such date; provided, that the calculation of the Years of
Service of an member with breaks in service as a result of a Disability or a
Leave of Absence shall be as determined by the Plan Administrator.

                                    ARTICLE 3
                       DEFERRAL ELECTIONS OF COMPENSATION

         3.1 DEFERRAL ELECTION. Each Eligible Director may elect to have the
payment of a specified percentage or specified dollar amount of Compensation
deferred in each Plan Year pursuant to the Plan; provided, however, that the
Plan Administrator may in its discretion establish limits on Deferral Amounts as
it deems appropriate. Each Deferral Election shall be timely made on a Deferral
Election Form to be provided by the Plan Administrator and shall specify the
Deferral Amount. Upon the acknowledgment of a Deferral Election Form by the Plan
Administrator, such Eligible Director shall become a Participant in the Plan for
such Plan Year.

         3.2 TIMING OF DEFERRAL ELECTIONS. Deferral Elections in respect of
Compensation otherwise payable to Participants in a Plan Year shall be timely if
made on or before November 30 of the preceding year; provided, however, that
Deferral Elections in respect of Compensation otherwise payable in the 1998 Plan
Year shall be timely if made on or before a date specified by the Plan
Administrator.

         3.3 IRREVOCABILITY. Except as provided in Section 3.4 of this Article
3, a Deferral Election, once made, shall be irrevocable.


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<PAGE>   10
         3.4 CESSATION OF DEFERRAL ELECTIONS. The Deferral Election of a
Participant shall be of no further force and effect (i) upon the Participant's
death, (ii) in the discretion of the Plan Administrator, if a Participant is
suffering from a Disability, (iii) during a Participant's Leave of Absence or
(iv) upon withdrawal of a Participant from the Plan pursuant to Section 5.10 of
Article 5.

         3.5 RETURN TO WORK FOLLOWING DISABILITY OR LEAVE OF ABSENCE. If a
Participant returns to service as a member of the Board upon cessation of
Disability, or following a Leave of Absence, in either case during which the
Participant's Deferral Election was of no force and effect pursuant to Section
3.4 of this Article 3, (i) the Plan Administrator may give effect to the
Participant's unexpired Deferral Election and (ii) the Participant may, with
the consent of the Plan Administrator, make Deferral Elections in respect of
future Plan Years.

         3.6 INITIAL PLAN YEAR. The initial Plan Year of the Plan as amended and
restated shall commence on January 1, 1998.

                                    ARTICLE 4
                          TREATMENT OF DEFERRAL AMOUNTS

         4.1 MEMORANDUM ACCOUNTS. The Company shall establish on its books for
each Participant in the Plan, as necessary, a Cash Account and a Stock Unit
Account. On each Allocation Date, an amount of cash reflecting a Participant's
Deferral Amount shall be credited (i) to the Participant's Cash Account, to the
extent that the Participant has elected to invest in one or more Investment
Choices and (ii) to the Participant's Stock Unit Account, in accordance with
Section 4.3 of this Article 4, to the extent that the Participant has elected
that Deferral Amounts be credited as Stock Units.

         4.2 INVESTMENT OF CASH ACCOUNTS. A Participant's Cash Account shall be
deemed invested among the Investment Choices selected by the Participant on the
Participant's Deferral Election Form (or such other form as may be prescribed by
the Plan Administrator). Each Participant's Cash Account shall be adjusted as of
each Valuation Date to reflect the performance of the Investment Choices, and,
to the greatest extent practicable, the value of each Participant's Cash Account
shall be determined as if Deferral Amounts were actually invested among the
Investment Choices as directed by such Participant; provided, however, that the
Company shall have no obligation actually to invest any Deferral Amounts or
other assets in any Investment Choices.

         4.3 CONVERSION TO STOCK UNITS. Credits to a Participant's Stock Unit
Account on an Allocation Date shall be converted into a number of Stock Units
equal to the amount of the credit to the Stock Unit Account on such Allocation
Date divided by the Fair Market Value of a share of Common Stock on the
Allocation Date. Upon and


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<PAGE>   11
following such conversion, such Stock Units shall be allocated to the Stock Unit
Account in lieu of such credit.

         4.4 TRANSFER AMONG INVESTMENT CHOICES. A Participant may elect to
change the allocation of his or her Cash Account among the Investment Choices
(both as to the Account Balance of the Cash Account and future Deferral Amounts)
not more frequently than quarterly by completing such form as may be prescribed
by the Plan Administrator and submitting it to the Plan Administrator. Any such
change in allocation will become effective on the first day of the next
following calendar quarter.

         4.5 CONVERSION BETWEEN STOCK UNIT ACCOUNTS AND CASH ACCOUNTS. A
Participant may, by notice delivered to the Plan Administrator (a "Conversion
Notice"), convert (i) all or any portion of the Stock Units credited to his or
her Stock Unit Account (either before or after Annual Installments from such
account may have commenced) to his or her Cash Account by multiplying the Stock
Units to be converted by the Fair Market Value of a share of Common Stock on the
earlier of the Valuation Date coincident with or the Valuation Date next
following the day on which the Conversion Notice is received (or, if neither
such Valuation Date is a day on which the Common Stock is traded, on the next
following trading day), or (ii) all or any portion of his or her Cash Account
(either before or after Annual Installments from such account may have
commenced) into a number of Stock Units equal to the portion of the Cash Account
to be converted divided by the Fair Market Value of a share of Common Stock on
the last trading day of the month in which such Conversion Notice is given;
provided, however, that no Conversion Notice shall be of any force and effect if
it (A) is given within six months following the date of an election by such
Participant, with respect to any plan of the Company, that effected a
"Discretionary Transaction" (as defined in Rule 16b-3(f) under the Exchange
Act) that was an acquisition (if the Conversion Notice is pursuant to clause
(i)) or a disposition (if the Conversion Notice is pursuant to clause (ii)) or
(B) is given after a Participant ceases to be a member of the Board and the Plan
Administrator does not consent to such Conversion Notice. Any such Conversion
Notice will become effective on the first day of the next following calendar
quarter.

         4.6 STOCK UNIT DIVIDEND EQUIVALENT RIGHTS. In the event of a dividend
paid with respect to the Common Stock, whether in cash, Common Stock or other
stock or property of the Company, credits (dividend equivalents) will be made to
each Participant's Stock Unit Account as follows:

                  (i) in the case of a cash dividend, or a dividend of stock of
         the Company (other than Common Stock) or other property, additional
         credits will be made to the Stock Unit Account consisting of a number
         of Stock Units equal to the number determined by dividing (A) the cash
         amount of such dividend per share (or the fair market value, on the
         date of payment, of dividends paid in such stock or other property),
         multiplied by the aggregate number of Stock Units credited to such
         Stock Unit Account on the record date for the payment of such dividend
         by (B) the


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<PAGE>   12
         Fair Market Value of a share of Common Stock on the day prior to the
         date such dividend is payable to holders;

                  (ii) in the case of a dividend consisting of Common Stock, the
         Stock Unit Account will be credited with a number of Stock Units equal
         to the number of Stock Units in such account immediately prior to
         such dividend multiplied by the number of shares of Common Stock paid
         per share of Common Stock in such dividend;

                  (iii) in the case of a dividend consisting of shares of stock
         of any of the Company's subsidiaries, a new stock unit subaccount will
         be established and credited with a number of shares of stock of such
         subsidiary equal to the number of Stock Units in the Participant's
         Stock Unit Account immediately prior to such dividend multiplied by the
         number of shares of subsidiary stock issued per share of Common Stock
         in such dividend (with dividends thereafter accruing on such new
         subaccount solely in the form of cash in an amount equal to the value
         of dividends paid by the issuer of the stock to which the stock units
         relate); and

                  (iv) in the case of a Change in Capitalization not described
         in subsections (i), (ii) or (iii) of this Section 4.6, the Plan
         Administrator in good faith shall take such action as it deems
         necessary to preserve the economic value of the Stock Unit Account
         immediately prior to the Change in Capitalization. For purposes of this
         Section 4.6(iv), "Change in Capitalization" shall mean any increase or
         reduction in the number of shares of Common Stock, or any change
         (including, but not limited to, a change in value) in such shares or
         exchange of such shares for a different number or kind of shares or
         other securities of the Company or another corporation, by reason of a
         reclassification, recapitalization, merger, consolidation,
         reorganization, spin-off, split-up, issuance of warrants or rights or
         debentures, stock dividend, stock split or reverse stock split, cash
         dividend, property dividend, combination or exchange of shares,
         repurchase of shares, change in corporate structure or otherwise.

         After payment in respect of a Participant's Stock Unit Account
commences, dividend equivalents will accrue on the unpaid balance of such Stock
Unit Account in the same manner until all of the amounts credited to such
Stock Unit Account have been paid.

         4.7 VESTING. A Participant shall be fully (100%) vested in his or her
Account Balances at all times.

         4.8 REPORTS. Until a Participant's Account Balances shall have been
paid in full, the Company will furnish to the Participant a report at least
quarterly which shall set forth transactions in, and the status of, the
Participant's Deferred Compensation Accounts.


                                        8
<PAGE>   13

         4.9 TREATMENT OF PRIOR BALANCES. Effective as of January 1, 1998,
Prior Balances denominated as cash shall be allocated to a Participant's Cash
Account, and Prior Balances denominated as stock units shall be allocated to a
Participant's Stock Unit Account. A Participant's Prior Balances shall be paid 
to the Participant in accordance with Article 5 of the Plan.

                                    ARTICLE 5
                           PAYMENT OF ACCOUNT BALANCES

         5.1 FORM OF PAYMENT. This Article 5 shall govern the payment of a
Participant's Account Balances.

                  (a) PAYMENT TO BE MADE IN CASH. Any payment required to be
paid from a Participant's Cash Account shall be in cash.

                  (b) PAYMENT TO BE MADE IN COMMON STOCK. Any payment required
to be paid from a Participant's Stock Unit Account shall be in cash or, at the
election of the Participant or the Plan Administrator, in Common Stock. A
Participant's election pursuant to this Section 5.l(b) shall be honored by the
Plan Administrator in its discretion.

         5.2 INITIAL PAYMENT METHOD ELECTION. Each Eligible Director shall
select Payment Methods upon completion of his or her initial Deferral Election
Form. Except as provided in Sections 5.5 and 5.6 of this Article 5, a
Participant's Account Balances shall be paid in accordance with such Payment
Methods. If a Participant fails to select one or more Payment Methods, he or she
will be deemed to have selected a lump sum in respect of such Payment Methods;
provided, however, that if a Participant has not selected a Change in Control
Payment Method, the Participant's Retirement Payment Method, Survivor Payment
Method and Termination Payment Method will remain in effect following a Change
in Control.

         5.3 PAYMENT OF PRIOR BALANCES. Prior Balances shall be paid to a
Participant in accordance with the Payment Methods selected by the Participant
pursuant to Section 5.2 of this Article 5 (or, if the Participant has failed to
select one or more Payment Methods, in a lump sum).

         5.4 CHANGE IN PAYMENT METHOD. A Participant may change one or more of
his or her Payment Methods by completing such form as may be prescribed by the
Plan Administrator, provided, however, that such change shall be effective only
if made by the Participant and acknowledged by the Plan Administrator: (i) if
the change relates to the Change in Control Payment Method, at least one (1)
year prior to the date of a Change in Control, (ii) if the change relates to the
Retirement Payment Method or Termination Payment Method, at least two (2) years
prior to the date of Termination or Retirement



                                        9
<PAGE>   14
(whichever is applicable) and (iii) if the change relates to the Survivor
Payment Method, immediately.

                5.5 PAYMENT UPON TERMINATION. Notwithstanding a Participant's
selection of a Termination Payment Method, a Participant's Account Balances
shall be paid in a lump sum if (i) the Participant's Account Balances on the
Valuation Date next following his or her Termination equal less than
twenty-five thousand dollars ($25,000) or (ii) the Participant ceases to be a
member of the Board by reason of termination for Cause. If a Participant's
Account Balances on the Valuation Date next following his or her Termination
equal twenty-five thousand dollars ($25,000) or greater, the Account Balances
shall be paid in accordance with the Participant's Termination Payment Method.

                5.6 PAYMENT UPON DISABILITY. If a Participant is determined by
the Plan Administrator to be suffering from a Disability, the Plan Administrator
may deem such Participant to have effected a Termination; provided, however,
that if a Participant is eligible for Retirement on the date he or she would
have been deemed to have effected a Termination, the Plan Administrator, with
the consent of the Participant, may deem the Participant to have effected his or
her Retirement.

                  5.7    PAYMENT UPON DEATH

                                    (a) PRIOR TO RETIREMENT. Notwithstanding a
                  Participant's selection of a Survivor Payment Method, if a
                  Participant's Account Balances on the Valuation Date next
                  following his or her death prior to Retirement equal less than
                  twenty-five thousand dollars ($25,000), the Account Balances
                  shall be paid to the Participant's Beneficiary in a lump sum.
                  If a Participant's Account Balances on such Valuation Date
                  equal twenty-five thousand dollars ($25,000) or greater, the
                  Account Balances shall be paid to the Participant's
                  Beneficiary in accordance with the Participant's Survivor
                  Payment Method.

                                    (b) FOLLOWING RETIREMENT. If a Participant's
                  Account Balances on the Valuation Date next following his or
                  her death following Retirement equal less than twenty-five
                  thousand dollars ($25,000), the Account Balances shall be paid
                  to the Participant's Beneficiary in a lump sum. If a
                  Participant's Account Balances on such Valuation Date equal
                  twenty-five thousand dollars ($25,000) or greater, the Account
                  Balances shall be paid to the Participant's Beneficiary in
                  accordance with the Retirement Payment Method in effect in
                  respect of the Participant on the date of his or her death;
                  provided, however, that the Beneficiary may request that the
                  Plan Administrator pay the Participant's Account Balances in a
                  lump sum without giving effect to Section 5.10 of this
                  Article 5, which request shall be honored by the Plan
                  Administrator in its discretion in whole or in part or


                                       10
<PAGE>   15
                    upon such terms and conditions as the Plan administrator in
                    good faith deems appropriate.

                  5.8 SHORT-TERM PAYOUT. In making his or her Deferral
Election, a Participant may irrevocably elect to receive a "Short-Term Payout"
of the Deferral Amount in respect of the Plan Year for which such Deferral
Election is made. The Short-Term Payout shall be a lump sum payment in an amount
equal to such Deferral Amount plus or minus amounts credited or debited to such
Deferral Amount in the manner provided in Section 4.2 of Article 4, to be paid
to such Participant before March 1 of a Plan Year selected by the Participant;
provided, however, that at least two (2) complete Plan Years must elapse between
the Plan Year in which the Deferral Amount is deferred and the Plan Year in
which the Short-Term Payout is to occur. If, after a Participant elects to
receive a Short-Term Payout but before the Short-Term Payout occurs, the
Participant becomes entitled to payment of his or her Account Balances (in whole
or in part), such Short-Term Payout shall be of no force and effect to the
extent inconsistent with such other payment.

                  5.9 UNFORESEEABLE FINANCIAL EMERGENCY. If a Participant (or,
after a Participant's death, his or her Beneficiary) experiences an
Unforeseeable Financial Emergency, the Participant or Beneficiary may request
that the Plan Administrator (i) suspend his or her Deferral Election and (ii)
distribute a partial or full lump sum payment from the Participant's Account
Balances. The payment shall not exceed the amount reasonably needed to satisfy
the Unforeseeable Financial Emergency (and may include an amount equal to any
income taxes and other taxes payable by the Participant or Beneficiary upon
receipt of the amount to be distributed). The request shall be honored by the
Plan Administrator in its discretion. The lump sum payment shall be paid
promptly after the first Valuation Date after approval of the request.

                  5.10 WITHDRAWAL ELECTION. A Participant (or, after a
Participant's death, his or her Beneficiary) may elect to withdraw from the Plan
at any time. A Participant or Beneficiary shall make such election in writing
delivered to the Plan Administrator on such form as the Plan Administrator may
prescribe. Except as provided in Section 5.7(b) of this Article 5, upon the
making of such an election, ten percent (10%) of the Participant's Account
Balances shall be immediately forfeited. Payment of a Participant's Account
Balances shall be in a lump sum to be paid as soon as practicable following the
election; provided, however, that the Plan Administrator may delay making such
payment if necessary to comply with Rule 16b-3 of the Exchange Act. Upon payment
of his or her Account Balances pursuant to this Section 5.10, a Participant's
participation in the Plan shall terminate and the Participant shall be
ineligible to participate in the Plan in the future.

                  5.11 TIMING OF LUMP SUM PAYMENTS. Except as provided in
Sections 5.9 and 5.10 of this Article 5, prior to a Change in Control, any lump
sum payment required to be paid pursuant to the Plan shall be paid by March 1 of
the Plan Year following the Plan Year in which occurs the event giving rise to
such payment. Upon and following a Change in Control, any lump sum payment
required to be paid pursuant to the Plan shall be paid


                                       11
<PAGE>   16
within ten (10) business days following the first Valuation Date following the
occurrence of the event giving rise to such payment

                  5.12 TIMING OF ANNUAL INSTALLMENTS. A Participant's initial
Annual Installment shall be paid by March 1 of the Plan Year following the Plan
Year in which occurs the event giving rise to such Annual Installment.
Subsequent Annual Installments required to be paid under the Plan shall be paid
as promptly as practicable after the end of each subsequent Plan Year until all
Annual Installments have been paid.

                  5.13 PRORATION OF PAYMENTS. To the extent that a Participant
has more than one Account Balance at the time a payment is due from such Account
Balances, any payment due such Participant (or such Participant's Beneficiary)
shall be paid pro rata from each Account Balance.

                  5.14 PAYMENT FROM STOCK UNIT ACCOUNTS. Payments from Stock
Unit Accounts shall be based on the Fair Market Value of a share of Common
Stock on the Valuation Date immediately preceding the date of such payment.

                                    ARTICLE 6
                                 ADMINISTRATION

                  6.1 PLAN ADMINISTRATION. It is intended that the provisions of
the Plan be self-effectuating to the greatest extent possible. To the extent
necessary to secure the proper administration of the Plan, the Board shall be
the Plan Administrator.

                  6.2 DELEGATION TO MANAGEMENT COMMITTEE. The Plan Administrator
may delegate one or more of its functions to a committee composed of three or
more senior executives of the Company; provided, however, that the Plan
Administrator may not delegate (i) the selection of Investment Choices or (ii)
any other function required by law to be performed by the Board. Upon
appointment of such a committee and delegation of duties thereto, such
committee shall become the Plan Administrator to the extent of such delegation.

                  6.3 GENERAL POWERS AND RESPONSIBILITIES OF PLAN ADMINISTRATOR.
The Plan Administrator shall have full authority to construe and interpret the
terms and provisions of the Plan, and to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan and perform
all acts as it shall, from time to time, deem advisable, and otherwise to
supervise the administration of the Plan. The Plan Administrator may correct any
defect, supply any omission or reconcile any inconsistency in the Plan, or in
any Deferral Election hereunder, in the manner and to the extent it shall deem
necessary to effectuate the Plan. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Plan Administrator in
connection with the Plan shall be in the sole and absolute discretion of the
Plan Administrator and shall be


                                       12
<PAGE>   17
final, binding and conclusive on all persons (including, but not limited to, the
Company, employees of the Company, Participants and their respective
Beneficiaries, heirs, executors, administrators, successors and assigns). A
Participant shall not participate in any decision involving a request made by
him or her or relating in any way to his or her rights, duties, and obligations
as a Participant (unless such decision relates to all Participants generally and
in a similar manner).

                  6.4 ACTION OF PLAN ADMINISTRATOR. Action taken by the Plan
Administrator shall be taken by a vote of the majority of its members present at
a meeting at which a quorum is present or signed by a majority of its members in
writing without a meeting.

                  6.5 LIABILITY. The Plan Administrator shall not be liable for
any act or action hereunder, whether of omission or commission, by any person to
whom duties in connection with the administration of the Plan have been
delegated except in respect of the prudent appointment and periodic monitoring
of such person. Except in circumstances involving bad faith, gross negligence,
willful misconduct or fraud, neither the Plan Administrator nor any employee or
agent of the Company shall be liable for anything done or omitted to be done by
him or her. The Company or the Plan Administrator may consult with legal
counsel, who may be counsel for the Company or other legal counsel with respect
to obligations or duties hereunder or with respect to any action or proceeding
or any question of law, and shall not be liable with respect to any action taken
or omitted by it in good faith pursuant to the advice of such counsel except in
respect of the prudent selection of such counsel.

                  6.6 INDEMNIFICATION OF PLAN ADMINISTRATOR. The Company hereby
indemnifies the Plan Administrator and each employee to whom responsibilities
are delegated under the Plan against any and all liabilities and expenses,
including attorney's fees, actually and reasonably incurred by them in
connection with any threatened, pending or completed legal action or judicial or
administrative proceeding to which they may be a party, or may be threatened to
be made a party, by reason of being a member of a committee which is the Plan
Administrator or due to a delegation of responsibilities, except with regard to
any matters (i) as to which they shall be adjudged to have failed to act with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims, and (ii) with respect to any action finally adjudged to be a crime, had
reasonable cause to believe their conduct was unlawful.

                  6.7 ADMINISTRATION UPON CHANGE IN CONTROL. Upon and following
a Change in Control, the Plan Administrator shall be one or more persons
approved by the Board prior to the Change in Control and selected by the
individual who, immediately prior to the Change in Control, was the Company's
chief executive officer; provided, however, that if no such Plan Administrator
has been appointed or accepted such

                                       13

<PAGE>   18
appointment within ninety (90) days following such Change in Control, the Plan
Administrator shall remain as in effect prior to such Change in Control. The
Company's chief executive officer may appoint himself or herself as Plan
Administrator pursuant to this Section 6.7.

                  6.8 COMPANY INFORMATION. To enable the Plan Administrator to
perform its functions under the Plan, the Company shall supply full and timely
information to the Plan Administrator regarding all matters relating to the
Compensation of Participants, the date and circumstances of the Retirement,
Disability, death and Termination of Participants, and such other pertinent
information as the Plan Administrator may reasonably require.

                                    ARTICLE 7
                             BENEFICIARY DESIGNATION

                  7.1 BENEFICIARY. Each Participant shall designate upon such
form as may be prescribed by the Plan Administrator one or more primary
Beneficiaries and one or more contingent Beneficiaries to receive such
Participant's Account Balances upon his or her death.

                  7.2 CHANGE OF BENEFICIARY; SPOUSAL CONSENT. A Participant
shall have the right to change his or her Beneficiaries upon such form as may be
prescribed by the Plan Administrator. If the Participant names a primary
Beneficiary other than his or her spouse, a spousal consent, in the form
designated by the Plan Administrator, must be signed by the Participant's spouse
and returned to the Plan Administrator.

                  7.3 ACKNOWLEDGMENT. No designation or change in designation of
a Beneficiary shall be effective until actually received and acknowledged in
writing by the Plan Administrator. Upon such receipt and acknowledgment, all
prior Beneficiary designations of a Participant shall be of no further force and
effect. The Plan Administrator shall be entitled to rely on the most recent
Beneficiary designation in effect prior to a Participant's death.

                  7.4 NO BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided in this Article 7, or if all designated
Beneficiaries who are natural persons shall have predeceased the Participant or
die prior to complete distribution of the Participant's Account Balances, such
Participant's Account Balances shall be paid to his or her surviving spouse or,
if the Participant has no surviving spouse, to the Participant's estate.

                  7.5 DOUBT AS TO BENEFICIARY. If the Plan Administrator is in
doubt as to a Participant's Beneficiary, the Plan Administrator may withhold
payments under the Plan until the Plan Administrator has resolved its doubts to
its satisfaction.


                                       14
<PAGE>   19
                                    ARTICLE 8
                      AMENDMENT AND TERMINATION OF THE PLAN

8.1    TERMINATION

                  (a) BY THE COMPANY. Subject to Section 8.l(b) of this Article
8, the Company may terminate the Plan in whole or in part at any time and for
any reason without prior notice to or consent of any Participant.

                  (b) PAYMENT OF ACCOUNT BALANCES FOLLOWING PLAN TERMINATION.
Upon the termination of the Plan prior to a Change in Control, Participants
shall receive their Account Balances in a lump sum or in two (2), three (3),
five (5), ten (10) or fifteen (15) Annual Installments (at the discretion of the
Plan Administrator); provided however, that if a Participant is receiving
Annual Installments upon termination of the Plan pursuant to the election of a
Payment Method, such Annual Installments shall continue following termination of
the Plan. Upon termination of the Plan upon or following a Change in Control,
Participants shall receive their Account Balances in a lump sum promptly
following the Valuation Date next following the date of such termination.
Termination of the Plan shall not adversely affect the Account Balances of any
Participant or Beneficiary; provided however, that neither lump sum payment of
Account Balances nor a reduced number of Annual Installments upon termination of
the Plan shall be deemed such an adverse effect.

8.2      AMENDMENT

                  (a) BY THE COMPANY. Subject to Section 8.2(c) of this Article
8, the Company may amend or modify the Plan in whole or in part at any time and
for any reason without prior notice to or consent of any Participant or
Beneficiary; provided, however, that, unless a Participant or Beneficiary who
would be affected by such amendment shall have consented thereto, the Plan may
not be amended (i) at the request of a third party who has indicated an
intention or taken steps to effect a Change in Control and who effectuates a
Change in Control (ii) within six (6) months prior to, or otherwise in
connection with, or in anticipation of, a Change in Control which has been
threatened or proposed and which actually occurs, or (iii) upon or following a
Change in Control.

                  (b) BY THE PLAN ADMINISTRATOR. Subject to Section 8.2(c) of
this Article 8, prior to a Change in Control the Plan Administrator may in good
faith amend or modify the Plan to effectuate its intent or to resolve any
discrepancy among the provisions of the Plan or between the Plan and other
documents describing the Plan.


                                         15
<PAGE>   20
                                    (C) EFFECT OF AMENDMENT. No amendment or
                  modification of the Plan shall reduce a Participant's Account
                  Balances as of the date of such amendment or modification.

                  8.3 EFFECT OF PAYMENT. The full payment of a Participant's
Account Balances shall completely discharge all obligations to a Participant and
his or her Beneficiaries under the Plan.

                                    ARTICLE 9
                                CLAIMS PROCEDURES

                  9.1 PRESENTATION OF CLAIM. Any Participant, Beneficiary or
other person (each such person, a "Claimant") may deliver to the Plan
Administrator a written claim for payment from the Plan. All claims must be made
within one hundred eighty (180) days following the date of the occurrence of the
event giving rise to the claim; provided however, that, if a claim relates to a
notice given by the Company, such claim must be made within sixty (60) days
following receipt of such notice by the Claimant. The claim must state with
particularity the determination desired by the Claimant.

                  9.2 NOTIFICATION OF DECISION. The Plan Administrator shall
consider a Claimant's claim, and shall notify the Claimant in writing of its
determination within a reasonable time. Such notice shall set forth (i) one or
more reasons for the grant or denial of the claim or any part of it; (ii) a
description of any additional material or information necessary for the Claimant
to perfect the claim, and an explanation of why such material or information is
necessary; and (iii) an explanation of the claim review procedure set forth in
Section 9.3 of this Article 9.

                  9.3 REVIEW OF A DENIED CLAIM. Within sixty (60) days after
receiving a notice from the Plan Administrator that a claim has been denied in
whole or in part a Claimant (or such Claimant's duly authorized representative)
may file with the Plan Administrator a written request for a review of the
denial of the claim. During such sixty-day period, the Claimant (or the
Claimant's duly authorized representative) (i) may review pertinent documents,
(ii) may submit written comments or other documents to the Plan Administrator
and (iii) may request a hearing.

                  9.4 DECISION ON REVIEW. The Plan Administrator shall render
its decision on review promptly, and not later than sixty (60) days after the
filing of a written request for review of the denial, unless a hearing is held
or other special circumstances require additional time, in which case the Plan
Administrator's decision must be rendered within one hundred twenty (120) days
after such date. Such decision must be written in a manner calculated to be
understood by the Claimant, and it must contain (i) specific reasons for the
decision, (ii) specific reference(s) to the pertinent Plan provisions upon
which the decision was based, and (iii) such other matters as the Plan
Administrator may deem relevant.


                                       16
<PAGE>   21
                  9.5 LEGAL ACTION. In making, a Deferral Election under the
Plan, each Participant shall be deemed to have agreed that compliance with the
provisions of this Article 9 is a mandatory prerequisite to commencement of any
legal action with respect to any claim for payment under the Plan.

                                   ARTICLE 10
                                     FUNDING

                  10.1 ESTABLISHMENT OF THE TRUST. The Company shall establish a
Trust in connection with the Plan and may from time to time and in its sole
discretion transfer to the Trust assets with respect to Participants.

                  10.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The
provisions of the Plan shall govern the rights of a Participant to receive
payment of his or her Account Balances. The provisions of the Trust shall govern
the rights of the Company, the trustee of the Trust, Participants and the
creditors of the Company to the assets held in the Trust.

                  10.3 DISTRIBUTIONS FROM THE TRUST. The Company's obligations
under the Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust, and any such distribution shall reduce the Company's
obligations under the Plan.

                                   ARTICLE 11
                                  MISCELLANEOUS

                  11.1 STATUS OF PLAN. The Plan is intended to be a plan that is
not qualified within the meaning of Section 40l(a) of the Code and that "is
unfunded and is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees" within the meaning of Sections 201(2),301(a)(3) and 40l(a)(l)of
ERISA. The Plan shall be administered and interpreted in a manner consistent
with that intent.

                  11.2 UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of the Company. For
purposes of the payment of benefits under the Plan, any and all of the Company's
assets shall be, and remain, the general, unpledged unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.

                  11.3 ASSETS. This Plan, and the crediting of Deferral Amounts
to Cash Accounts and Stock Unit Accounts hereunder, shall not constitute a trust
and shall be an unsecured contractual obligation of the Company to the
Participants. The obligations of the Company hereunder to any Participant on any
date shall be limited to his or her Account Balances as of the most recent
preceding Valuation Date.



                                       17
<PAGE>   22
                  11.4 COMPANY LIABILITY. The Company's liability for the
payment of benefits under the Plan shall be defined only by the Plan. The
Company shall have no obligation to a Participant under the Plan except as
expressly provided herein.

                  11.5 NONASSIGNABILITY. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, any amount payable under the Plan. All
amounts payable under the Plan, and all rights to such amounts, are expressly
declared to be unassignable and non-transferable. Except as provided in Section
11.16 of this Article 11, no part of a Participant's Account Balances shall,
prior to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by the Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.

                  11.6 NO RIGHT TO CONTINUED SERVICE. The terms and conditions
of the Plan shall not be deemed to establish, constitute or be evidence of a
right of any Participant to remain in service as a member of the Board, or of a
restriction of the right of the Company to discipline or discharge a Participant
at any time in accordance with the Company's customary policies and procedures.

                  11.7 FURNISHING INFORMATION. A Participant or his or her
Beneficiary will cooperate with the Plan Administrator by furnishing any and all
information requested by the Plan Administrator and will take such other
action as may be requested in order to facilitate the administration of the Plan
and the payments of benefits hereunder.

                  11.8 TERMS. Unless the context shall plainly require
otherwise, (i) use of the masculine herein shall be deemed to include the
feminine (and vice versa), (ii) use of the singular shall be deemed to include
the plural (and vice versa) and (iii) use of the conjunctive shall be deemed to
include the disjunctive (and vice versa).

                  11.9 CAPTIONS. The captions of the articles, sections and
paragraphs of the Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.

                  11.10 GOVERNING LAW. The provisions of the Plan shall be
construed and interpreted according to the internal laws of the State of
Delaware without regard to its conflicts of laws principles, except to the
extent governed by ERISA.

                  11.11 NOTICE. Any notice or filing required or permitted to
be given to the Company or the Plan Administrator shall be sufficient if in
writing and sent to the following address by (i) hand, (ii) registered or
certified mail or (iii) facsimile:



                                       18
<PAGE>   23
                             The Dial Corporation
                             Attention:  Senior Vice President, Human Resources
                             15501 North Dial Boulevard
                             Scottsdale, AZ 85260
                             (Fax: 602-754-1098)

Such notice shall be deemed given as of the date of receipt by the Company or
the Plan Administrator (whichever may apply). The person sending such notice or
filing shall produce satisfactory evidence of receipt by the Company upon the
request of the Plan Administrator, and, if such person fails to produce such
evidence of receipt, the Plan Administrator may give effect to such notice or
filing as it deems appropriate.

Any notice or filing required or permitted to be given to a Participant under
the Plan shall be sufficient if in writing and hand-delivered, or sent by
first-class mail, to the last known address of the Participant.

                  11.12 SUCCESSORS. The provisions of the Plan shall bind and
inure to the benefit of the Company and its successors and assigns. The
provisions of the Plan shall bind and inure to Participants and, upon the death
of a Participant, his or her Beneficiaries or estate (whichever may apply).

                  11.13 SPOUSES'S INTEREST. The interest in the Plan of a spouse
of a Participant who is not a Beneficiary shall be subject to the terms and
conditions of Article 7. Without limiting the generality of the foregoing
sentence, the spouse of a Participant shall have no interest in the Plan if such
spouse shall predecease such Participant.

                  11.14 REFORMATION AND SEVERABILITY. In the event that any
provision of the Plan shall be held illegal, invalid or unenforceable for any
reason, the provision shall be reformed to the extent necessary such that the
provision, as reformed, is legal, valid and enforceable. If a provision of the
Plan shall be held illegal, invalid or enforceable and such reformation is not
possible, such provision shall be ineffective to the extent of such illegality,
invalidity or unenforceability without rendering illegal, invalid or
unenforceable the remaining provisions of the Plan.

                  11.15 INCOMPETENCE. If the Plan Administrator determines that
a benefit under the Plan is to be paid to a minor, a person declared incompetent
or a person adjudged legally incapable of handling the disposition of his or her
property, the Plan Administrator may direct payment of such benefit to the
guardian, legal representative or other person having the care and custody of
such minor or such incompetent or incapable person. The Plan Administrator may
require proof of minority, incompetence, incapacity or guardianship, as it may
deem appropriate prior to distribution of such benefit. Any payment of a benefit
shall be a payment for the account of the Participant or the Participant's
Beneficiary, as the case may be, and shall effect a complete discharge of any
liability under the Plan for such payment.



                                       19
<PAGE>   24
                  11.16 COURT ORDER. The Plan Administrator is authorized to
make any payments directed by court order in any action in which the Plan, the
Company or the Plan Administrator has been named as a party. Without limiting
the generality of the foregoing sentence, if a court determines that a spouse or
former spouse of a Participant has an interest in the Participant's Account
Balances under the Plan in connection with a property settlement or otherwise,
the Plan Administrator, in its sole discretion, shall have the right,
notwithstanding any election by a Participant of a Payment Method, immediately
to distribute the interest of such spouse or former spouse in the Participant's
Account Balances under the Plan to such spouse or former spouse.

                  11.17 DISTRIBUTION IN THE EVENT OF TAXATION. If, for any
reason, all or any portion of a Participant's Account Balances becomes taxable
to the Participant prior to receipt, a Participant may request that the Plan
Administrator distribute that portion of his or her Account Balances that has
become taxable. The granting of such a request shall not be unreasonably
withheld. If the request is granted, the distribution for such tax liability
shall be paid within ninety (90) days of the date the request is granted.

                  11.18 TAXES

                           (a) UPON DEFERRAL. For each Plan Year in respect of
which a Participant makes a Deferral Election, the Company shall withhold (from
amounts other than Deferral Amounts) an amount equal to the employment taxes on
the Deferral Amounts required to be so withheld.

                           (b) UPON DISTRIBUTION. When Account Balances are
distributed to Participants, the Company shall withhold from such distributions
any taxes required by federal, state or local law to be so withheld.

                  11.19 INSURANCE. The Company, on its own behalf or on behalf
of the Trust, in its sole discretion may apply for and procure insurance
policies on the lives of Participants, in such amounts and in such forms as the
Trustee may select. The Trust shall be the sole owner and beneficiary of any
such policies. The Participant shall have no interest in any such policies.

                  11.20 LITIGATION TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL.
Upon or following a Change in Control, litigation in respect of the rights of
Participants and Beneficiaries under the Plan may be commenced as provided in
The Dial Corporation Director Benefits Protection Trust.

                  11.21 EFFECT OF THE PLAN. The terms and conditions of the Plan
shall supersede the terms and conditions of the Deferred Compensation Plan for
Directors of The Dial Corporation.



                                       20
<PAGE>   25
                  IN WITNESS WHEREOF, the Company has caused the plan to be
executed by its duly authorized representative effective as of this 14th day of
January 1998.

                                            THE DIAL CORPORATION


                                                /s/ Malcolm Jozoff
                                                ---------------------------
                                            By: Malcolm Jozoff
                                                ---------------------------
                                            Its: Chairman of the Board,
                                                 President and
                                                 Chief Executive Officer
                                                ---------------------------
                                                






                                       21