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                                                                   Exhibit 10(l)



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

                                                                           PAGE

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


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


ARTICLE 3 Deferral Elections of Base Salary and Incentive Awards.............6

    3.1 DEFERRAL ELECTION....................................................6
    3.2 TIMING OF DEFERRAL ELECTIONS.........................................6
    3.3 IRREVOCABILITY.......................................................6
    3.4 CESSATION OF DEFERRAL ELECTIONS......................................6
    3.5 RETURN TO WORK FOLLOWING DISABILITY OR LEAVE OF ABSENCE..............7
    3.6 INITIAL PLAN YEAR....................................................7

ARTICLE 4 Treatment of Deferral Amounts......................................7

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

ARTICLE 5 Management Stock Unit Purchase Program............................10

    5.1 PURPOSE.............................................................10
    5.2 STOCK UNIT DEFERRAL ELECTIONS.......................................10
    5.3 STOCK UNIT ACCOUNTS.................................................10
    5.4 CONVERSION TO STOCK UNITS...........................................10
    5.5 VESTING IN STOCK UNITS..............................................10
    5.6 FORFEITURE AND ACCELERATED VESTING OF MATCHING STOCK UNITS..........10
    5.7 DIVIDEND EQUIVALENT RIGHTS..........................................11

ARTICLE 6 Payment of Account Balances.......................................11

    6.1 FORM OF PAYMENT.....................................................11
    6.2 INITIAL PAYMENT METHOD ELECTION.....................................11
    6.3 PAYMENT OF PRIOR ACCOUNTS...........................................11
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    6.4 CHANGE IN PAYMENT METHOD............................................12
    6.5 PAYMENT UPON TERMINATION OF EMPLOYMENT..............................12
    6.6 PAYMENT UPON DISABILITY.............................................12
    6.7 PAYMENT UPON DEATH..................................................12
    6.8 SHORT-TERM PAYOUT...................................................13
    6.9 UNFORESEEABLE FINANCIAL EMERGENCY...................................13
    6.10 WITHDRAWAL ELECTION................................................13
    6.11 EFFECT OF SECTION 162(m) OF THE CODE...............................14
    6.12 EFFECT OF SECTION 280G OF THE CODE.................................14
    6.13 TIMING OF LUMP SUM PAYMENTS........................................14
    6.14 TIMING OF ANNUAL INSTALLMENTS......................................14
    6.15 PRORATION OF PAYMENTS..............................................14
    6.16 PAYMENT FROM STOCK UNIT ACCOUNTS...................................15

ARTICLE 7 Administration....................................................15

    7.1 PLAN ADMINISTRATOR..................................................15
    7.2 DELEGATION TO MANAGEMENT COMMITTEE..................................15
    7.3 GENERAL POWERS AND RESPONSIBILITIES OF PLAN ADMINISTRATOR...........15
    7.4 ACTION OF PLAN ADMINISTRATOR........................................16
    7.5 LIABILITY...........................................................16
    7.6 INDEMNIFICATION OF PLAN ADMINISTRATOR...............................16
    7.7 ADMINISTRATION UPON CHANGE IN CONTROL...............................16
    7.8 EMPLOYER INFORMATION................................................16

ARTICLE 8 Beneficiary Designation...........................................17

    8.1 BENEFICIARY.........................................................17
    8.2 CHANGE OF BENEFICIARY; SPOUSAL CONSENT..............................17
    8.3 ACKNOWLEDGMENT......................................................17
    8.4 NO BENEFICIARY DESIGNATION..........................................17
    8.5 DOUBT AS TO BENEFICIARY.............................................17

ARTICLE 9 Amendment and Termination of the Plan.............................17

    9.1 TERMINATION.........................................................17
    9.2 AMENDMENT...........................................................18
    9.3 EFFECT OF PAYMENT...................................................19

ARTICLE 10 Claims Procedures................................................19

    10.1 PRESENTATION OF CLAIM..............................................19
    10.2 NOTIFICATION OF DECISION...........................................19



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    10.3 REVIEW OF A DENIED CLAIM............................................19
    10.4 DECISION ON REVIEW..................................................19
    10.5 LEGAL ACTION........................................................20

ARTICLE 11 Funding...........................................................20

    11.1 ESTABLISHMENT OF THE TRUST..........................................20
    11.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST.........................20
    11.3 DISTRIBUTIONS FROM THE TRUST........................................20

ARTICLE 12 Miscellaneous.....................................................20

    12.1 STATUS OF PLAN......................................................20
    12.2 UNSECURED GENERAL CREDITOR..........................................20
    12.3 ASSETS..............................................................21
    12.4 COMPANY LIABILITY...................................................21
    12.5 NONASSIGNABILITY....................................................21
    12.6 NOT A CONTRACT OF EMPLOYMENT........................................21
    12.7 FURNISHING INFORMATION..............................................21
    12.8 TERMS...............................................................21
    12.9 CAPTIONS............................................................21
    12.10 GOVERNING LAW......................................................22
    12.11 NOTICE.............................................................22
    12.12 SUCCESSORS.........................................................22
    12.13 SPOUSE'S INTEREST..................................................22
    12.14 REFORMATION AND SEVERABILITY.......................................22
    12.15 INCOMPETENCE.......................................................22
    12.16 COURT ORDER........................................................23
    12.17 DISTRIBUTION IN THE EVENT OF TAXATION..............................23
    12.18 TAXES..............................................................23
    12.19 INSURANCE..........................................................23
    12.20 LITIGATION TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL...............24
    12.21 EFFECT OF THE PLAN.................................................24



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                    THE DIAL CORPORATION AMENDED AND RESTATED
                      MANAGEMENT DEFERRED COMPENSATION PLAN

       (FORMERLY KNOWN AS THE DIAL CORPORATION DEFERRED COMPENSATION PLAN)


                                    ARTICLE 1
                                     PURPOSE

                  The purpose of this Amended and Restated Management Deferred
Compensation Plan is to provide a select group of key management employees of
The Dial Corporation and designated subsidiaries and affiliates the opportunity
to defer receipt of Base Salary and Incentive Awards 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, Stock Unit Account and Prior 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.

                  "BASE SALARY" shall mean a Participant's regular base salary
for a Plan Year (excluding Incentive Awards or other incentive compensation)
payable by an Employer to a Participant, before reduction pursuant to the Plan
or any other plan or arrangement of the Employer.

                  "BASIC STOCK UNITS" shall have the meaning set forth in
Section 5.5 of Article 5.
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                  "BENEFICIARY" shall mean the person or persons designated by a
Participant in accordance with Article 8 to receive payments under the Plan
following the death of the Participant.

                  "BOARD" shall mean the Board of Directors of the Company.

                  "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 of cash pursuant to Article 4, in accordance with the
Participant's Deferral Elections.

                  "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 employment duties or (iii) willful and deliberate failure on the
part of a Participant to perform his employment 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 4.5(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 10.1 of
Article 10.

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

                  "COMMITTEE" shall mean the Executive Compensation Committee of
the Company; provided, that if the Committee shall cease to be composed of at
least two "Non-Employee Directors" as defined in Rule 16b-3(b) of the Exchange
Act, "Committee" shall mean two individuals, each of whom is a "Non-Employee
Director."

                  "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.


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                  "CONVERSION NOTICE" shall have the meaning set forth in
Section 4.4 of Article 4.

                  "DEFERRAL AMOUNT" shall mean a specified percentage or
specified dollar amount of Base Salary or Incentive Awards 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.

                  "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, Stock Unit Account, and Prior Account.

                  "DISABILITY" shall mean a condition as a result of which a
Participant qualifies for permanent disability benefits under the Company's
long-term disability plan (or would qualify for such benefits, if the
Participant is not a participant in such plan) as determined by the Plan
Administrator.

                  "ELIGIBLE EMPLOYEE" shall mean an employee of an Employer in a
management position who is designated from time to time by the Plan
Administrator to be eligible for participation in the Plan.

                  "EMPLOYER" shall mean the Company and any subsidiary or
affiliate of the Company which is an employer of one or more employees who are
Participants in the Plan.

                  "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.

                  "GROSS-UP PAYMENT" shall mean a payment to a Participant upon
or following a Change in Control of the Company pursuant to a plan, arrangement
or agreement other than the Plan which is intended to indemnify the Participant,
in whole or 



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in part, from the impact of the excise tax imposed by Section 4999
of the Code on any or all of the "excess parachute payments" (within the meaning
of Section 280G(b)(1) of the Code) received or to be received by the
Participant.

                  "INCENTIVE AWARD" shall mean an award to a Participant
pursuant to the Company's Annual Incentive Plan or Sales Incentive Plan.

                  "INVESTMENT CHOICES" shall mean the reference investment
vehicles made available by the Plan Administrator from time to time in which
Participants' Deferral Amounts 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 as an employee of his or her Employer with the approval
of the Plan Administrator.

                  "MANAGEMENT STOCK UNIT PURCHASE PROGRAM" shall mean the
program by which Deferral Amounts are credited as Stock Units to a Stock Unit
Account maintained for the benefit of a Participant, as set forth in Article 5.

                  "MATCHING STOCK UNITS" shall have the meaning set forth in
Section 5.5 of Article 5.

                  "PARTICIPANT" shall mean any Eligible Employee 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
Management Deferred Compensation Plan (formerly known as The Dial Corporation
Deferred Compensation Plan), as such Plan may be amended from time to time.

                  "PLAN ADMINISTRATOR" shall mean the Committee or such
committee to which the Committee delegates its powers and duties under the Plan,
as set forth in Section 7.2 of Article 7, or, upon and following a Change in
Control, one or more persons selected pursuant to Section 7.7 of Article 7.

                  "PLAN YEAR" shall mean the calendar year.

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


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                  "RETIREMENT" shall mean termination of employment of a
Participant upon or following the date on which the sum of the Participant's age
and Years of Service is at least 55; provided, however, that "Retirement" shall
not include termination upon or following such date for Cause or as a result of
death or Disability.

                  "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) five (5), ten (10) or fifteen (15) Annual Installments.

                  "SHORT-TERM PAYOUT" shall have the meaning set forth in
Section 6.8 of Article 6.

                  "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 Sections 4.1 of Article 4
and 5.4 of Article 5, in accordance with the Participant's Deferral Elections,
or pursuant to Section 4.4 of Article 4, in accordance with the Participant's
Conversion Notices.

                  "STOCK UNITS" shall mean units credited to a Participant's
Stock Unit Account as Matching Stock Units or Basic Stock Units, 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) five
(5), ten (10) or fifteen (15) Annual Installments.

                  "TERMINATION" shall mean termination of employment of a
Participant, 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 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
11.

                  "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 



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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 an employee is an employee of any Employer, such period to commence
on the employee's initial date of hire and each anniversary of his or her date
of hire; provided, that the calculation of the Years of Service of an employee
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 BASE SALARY AND INCENTIVE AWARDS

                  3.1      DEFERRAL ELECTION. Each Eligible Employee may elect
to have the payment of a specified percentage or specified dollar amount of Base
Salary or one or more Incentive Awards deferred in each Plan Year pursuant to
the Plan; provided, however, that the Plan Administrator shall establish minimum
and maximum Deferral Amounts in respect of each Plan Year and may in its
discretion establish other 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 Employee shall become a Participant in the Plan for such Plan Year.

                  3.2      TIMING OF DEFERRAL ELECTIONS. Deferral Elections in
respect of Base Salary otherwise payable to Participants in a Plan Year shall be
timely if made on or before December 15 of the preceding year. Deferral
Elections in respect of Incentive Awards otherwise payable to Participants in a
Plan Year shall be timely (i) for awards pursuant to the Company's Annual
Incentive Plan, if made on or before September 30 of the preceding year;
provided, however, that Deferral Elections in respect of Annual Incentive Plan
awards otherwise payable in the 1998 Plan Year shall be timely if made on or
before a date specified by the Plan Administrator not later than November 30,
1997; and (ii) for awards pursuant to the Company's Sales Incentive Plan, if
made at least six (6) months prior to the Allocation Date of such awards.

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

                  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) in



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the discretion of the Plan Administrator, during a Participant's Leave of
Absence; provided, however, that the Plan Administrator may permit the Deferral
Election of a Participant who is on a paid Leave of Absence to remain in effect
during the Leave of Absence, or (iv) upon withdrawal of a Participant from the
Plan pursuant to Section 6.10 of Article 6.

                  3.5 RETURN TO WORK FOLLOWING DISABILITY OR LEAVE OF ABSENCE.
If a Participant returns to employment 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 the terms and conditions of Article 5, to the extent that the
Participant has elected to participate in the Management Stock Unit Purchase
Program.

                  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 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



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<PAGE>   12
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.

                  4.4 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)), (B) is
given after an individual ceases to be an employee of an Employer and the
Committee does not consent to such Conversion Notice, (C) applies to (i) any
Basic Stock Units which (by reason of the calculation set forth in Section 5.4
of Article 5) give rise to Matching Stock Units, if such Matching Stock Units
are unvested as of the date of the Conversion Notice or (ii) any unvested
Matching Stock Units, or (D) applies to a Prior Account. Any such Conversion
Notice will become effective on the first day of the next following calendar
quarter.

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



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<PAGE>   13
                           (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 4.5, the
         Committee 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 4.5(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.

                  4.6      VESTING. A Participant shall be fully (100%) vested
in the Account Balances of his or her Cash Account and Prior Account at all
times. A Participant shall be vested in the Account Balance of his or her Stock
Unit Account as provided in Section 5.5 of Article 5.

                  4.7      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.




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                  4.8      TREATMENT OF PRIOR ACCOUNTS. Prior Accounts shall be
accounted for separately under the Plan. Prior Accounts may be allocated between
the investment alternatives available under the Plan as of December 31, 1997
(unless the Plan Administrator shall make available another investment
alternative) but may not be allocated among the Investment Choices (unless such
other investment alternative is also an Investment Choice) or to a Stock Unit
Account. A Participant's Prior Account shall be paid to the Participant in
accordance with Article 6 of the Plan.


                                    ARTICLE 5
                     MANAGEMENT STOCK UNIT PURCHASE PROGRAM

                  5.1      PURPOSE. The purpose of the Management Stock Unit
Purchase Program is to encourage Participants in the Plan to defer compensation
into Stock Units, thereby aligning the interests of senior management of the
Company with the interests of the Company's stockholders.

                  5.2      STOCK UNIT DEFERRAL ELECTIONS. In making his or her
Deferral Election, a Participant may elect that Deferral Amounts be deferred as
Stock Units. A Participant shall make such a Deferral Election on the Deferral
Election Form or such other form as the Plan Administrator may prescribe.

                  5.3      STOCK UNIT ACCOUNTS. A Stock Unit Account shall be
maintained as necessary for each Participant. On each Allocation Date, an amount
of cash shall be credited to a Participant's Stock Unit Account which shall
reflect the portion of the Participant's Deferral Amount not credited to the
Participant's Cash Account pursuant to Section 4.1 of Article 4.

                  5.4      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 product of (i) the Fair Market Value of a share
of Common Stock on the Allocation Date and (ii) eight-tenths (.8). Upon and
following such conversion, such Stock Units shall be allocated to the Stock Unit
Account in lieu of such credit.

                  5.5      VESTING IN STOCK UNITS. Stock Units which are equal
to the credit to the Stock Unit Account on an Allocation Date divided by the
Fair Market Value of a share of Common Stock on such Allocation Date shall be
deemed "Basic Stock Units." The remaining Stock Units following the conversion
of the credit into Stock Units on such Allocation Date shall be deemed "Matching
Stock Units." Each Participant shall at all times be fully (100%) vested in the
Basic Stock Units allocated to his or her Stock Unit Account. Except as provided
in Section 5.6 of this Article 5, each Participant shall vest in 



                                       10
<PAGE>   15
the Matching Stock Units allocated to his or her Stock Unit Account on the last
day of the second Plan Year following the Plan Year in which such Stock Units
were allocated.

                  5.6 FORFEITURE AND ACCELERATED VESTING OF MATCHING STOCK
UNITS. If, prior to a Change in Control, a Participant ceases to be an employee
of an Employer for any reason other than death or Disability, all unvested
Matching Stock Units credited to the Participant's Stock Unit Account shall be
immediately forfeited. Upon (i) the death of a Participant, (ii) termination of
employment by reason of Disability or (iii) a Change in Control, all unvested
Matching Stock Units credited to the Participant's Stock Unit Account shall
immediately vest. If a Participant shall remain a Participant following a Change
in Control or become a Participant following cessation of a Disability, Stock
Units thereafter allocated to the Participant's Stock Unit Account shall be
subject to the terms and conditions of the Plan as if no such Change in Control
or Disability (as the case may be) had occurred.

                  5.7 DIVIDEND EQUIVALENT RIGHTS. Dividend equivalents credited
pursuant to Section 4.5 of Article 4 shall be subject to the vesting and
forfeiture provisions of Sections 5.5 and 5.6 of this Article 5 in accordance
with the Stock Units to which such dividend equivalents relate.


                                    ARTICLE 6
                           PAYMENT OF ACCOUNT BALANCES

                  6.1      FORM OF PAYMENT. This Article 6 shall govern the
payment of a Participant's Account Balances.

                           (a) PAYMENT TO BE MADE IN CASH. Any payment required
to be paid from (i) a Participant's Cash Account and (ii) the cash portion of a
Participant's Prior Account shall be in cash.

                           (b) PAYMENT TO BE MADE IN COMMON STOCK. Any payment
required to be paid from (i) a Participant's Stock Unit Account and (ii) from
the stock unit portion of a Participant's Prior 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 6.1(b) shall be honored by the
Plan Administrator in its discretion.

                  6.2 INITIAL PAYMENT METHOD ELECTION. Each Eligible Employee
shall select Payment Methods upon completion of his or her initial Deferral
Election Form. Except as provided in Sections 6.5 and 6.6 of this Article 6, 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 




                                       11
<PAGE>   16
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.

                  6.3      PAYMENT OF PRIOR ACCOUNTS. Prior Accounts shall be
paid to a Participant in accordance with the Payment Methods selected by the
Participant pursuant to Section 6.2 of this Article 6 (or, if the Participant
has failed to select one or more Payment Methods, in a lump sum).

                  6.4      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
(whichever is applicable) and (iii) if the change relates to the Survivor
Payment Method, immediately.

                  6.5      PAYMENT UPON TERMINATION OF EMPLOYMENT.
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 of employment equal less than twenty-five thousand dollars ($25,000)
or (ii) the Participant ceases to be an employee of an Employer by reason of
termination for Cause. If a Participant's Account Balances on the Valuation Date
next following his or her Termination of employment equal twenty-five thousand
dollars ($25,000) or greater, the Account Balances shall be paid in accordance
with the Participant's Termination Payment Method.

                  6.6      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 of
employment; 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.

                  6.7      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 




                                       12
<PAGE>   17
                  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.

                                    (c) 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 6.10 of this Article
                  6, which request shall be honored by the Plan Administrator in
                  its discretion in whole or in part or upon such terms and
                  conditions as the Plan administrator in good faith deems
                  appropriate.

                  6.8 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.

                  6.9 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 




                                       13
<PAGE>   18
the Plan Administrator in its discretion. The lump sum payment shall be paid
promptly after the first Valuation Date after approval of the request.

                  6.10     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 6.6(b) of this Article 6, upon the
making of such an election, any unvested Matching Stock Units credited to the
Participant's Stock Unit Account shall be immediately forfeited, and the
Participant's Account Balances shall thereafter be reduced by an additional ten
percent (10%). 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 6.10, a Participant's participation in the Plan shall
terminate and the Participant shall be ineligible to participate in the Plan in
the future.

                  6.11     EFFECT OF SECTION 162(m) OF THE CODE. If, prior to a
Change in Control, the Plan Administrator determines that any payment under the
Plan to a Participant may not be deductible by the Company under Section 162(m)
of the Code, the Plan Administrator may, to the extent necessary to preserve
such deduction, defer any such payment otherwise payable until the earlier of
(i) the earliest date that such payment is deductible under Section 162(m) or
(ii) a Change in Control. This Section 6.11 shall be of no force and effect upon
and following a Change in Control.

                  6.12     EFFECT OF SECTION 280G OF THE CODE. If any payment
under the Plan to a Participant would constitute an "excess parachute payment"
(within the meaning of Section 280G of the Code), then such payment shall be
reduced (but not below zero) to such extent; provided, however, that such
Participant may, by notice given to the Plan Administrator, elect to reduce
payments due him or her under other plans, arrangements or agreements of the
Company in lieu of the reduction of one or more payments under the Plan. Any
notice given by a Participant pursuant to this Section 6.12 shall take
precedence over the provisions of any other plan, arrangement or agreement
governing the Participant's rights and entitlements to any benefits or
compensation. This Section 6.12 shall not apply to any Participant who, pursuant
to any other plan, arrangement or agreement, is entitled to receive a Gross-Up
Payment from the Company.

                  6.13     TIMING OF LUMP SUM PAYMENTS. Except as provided in
Sections 6.9 and 6.10 of this Article 6, 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 



                                       14
<PAGE>   19
within ten (10) business days following the first Valuation Date following the 
occurrence of the event giving rise to such payment.

                  6.14     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.

                  6.15     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.

                  6.16     PAYMENT FROM STOCK UNIT ACCOUNTS. Payments from Stock
Unit Accounts or the stock unit portion of Prior 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 7
                                 ADMINISTRATION

                  7.1      PLAN ADMINISTRATOR. Except as may be delegated
pursuant to Section 7.2 of this Article 7 and except as provided in Section 7.7
of this Article 7, the Committee shall be the Plan Administrator. 7.2 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 Eligible Employees, (ii) the selection of Investment Choices or
(iii) any other function required by law to be performed by the Committee. Upon
appointment of such a committee and delegation of duties thereto, such committee
shall become the Plan Administrator to the extent of such delegation.

                  7.3      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 



                                       15
<PAGE>   20
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 final, binding and conclusive on all persons
(including, but not limited to, the Company, employees of the Company and the
Employers, Participants and their respective Beneficiaries, heirs, executors,
administrators, successors and assigns). A Participant who is a member of a
committee that is the Plan Administrator or a person to whom the Plan
Administrator has delegated responsibility pursuant to Section 7.2 of this
Article 7 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).

                  7.4      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.

                  7.5      LIABILITY. No member of the Board, nor the Plan
Administrator nor any employee or agent of the Company, shall 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, no person who is a member of the Board, the Plan
Administrator or 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.

                  7.6      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




                                       16
<PAGE>   21
action finally adjudged to be a crime, had reasonable cause to believe their 
conduct was unlawful.

                  7.7      ADMINISTRATION UPON CHANGE IN CONTROL. Upon and
following a Change in Control, the Plan Administrator shall be one or more
persons 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 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 7.7.

                  7.8      EMPLOYER INFORMATION. To enable the Plan
Administrator to perform its functions under the Plan, each Employer 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 8
                             BENEFICIARY DESIGNATION

                  8.1      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.

                  8.2      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.

                  8.3      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.

                  8.4      NO BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided in this Article 8, or if all designated
Beneficiaries who are natural 




                                       17
<PAGE>   22
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.

                  8.5      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.


                                    ARTICLE 9
                      AMENDMENT AND TERMINATION OF THE PLAN

                  9.1      TERMINATION

                                    (a) BY THE COMPANY. Subject to Section
                  9.1(c) of this Article 9, the Company may terminate the Plan
                  in whole or in part (including with respect to the
                  participation of the employees of any Employer) at any time
                  and for any reason without prior notice to or consent of any
                  Participant.

                                    (b) BY THE EMPLOYERS. Subject to Section
                  9.1(c) of this Article 9, each Employer may terminate the Plan
                  at any time with respect to any or all Participants who are
                  employees of such Employer.

                                    (c) 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 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.

                  9.2      AMENDMENT

                                    (a) BY THE COMPANY. Subject to Section
                  9.2(c) of this Article 9, the Company may amend or modify the
                  Plan in whole or in part at 




                                       18
<PAGE>   23
                  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 9.2(c) of this Article 9, 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; provided,
                  however, that no such amendment may materially increase the
                  cost of the Plan to the Company or any Employer.

                                    (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.

                  9.3      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 10
                                CLAIMS PROCEDURES

                  10.1     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.

                  10.2     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 




                                       19
<PAGE>   24
information is necessary; and (iii) an explanation of the claim review procedure
set forth in Section 10.3 of this Article 10.

                  10.3     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.

                  10.4     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.

                  10.5     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 10 is a mandatory prerequisite to commencement of any
legal action with respect to any claim for payment under the Plan.


                                   ARTICLE 11
                                     FUNDING

                  11.1     ESTABLISHMENT OF THE TRUST. The Company shall
establish a Trust in connection with the Plan, and each Employer may, from time
to time and in its sole discretion, transfer to the Trust assets with respect to
Participants who are employees of such Employer.

                  11.2     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 Trustee, the Company, the Employers, Participants and the
creditors of the Company or the Employers to the assets held in the Trust.

                  11.3     DISTRIBUTIONS FROM THE TRUST. Each Employer'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
Employer's obligations under the Plan.



                                       20
<PAGE>   25
                                   ARTICLE 12
                                  MISCELLANEOUS

                  12.1     STATUS OF PLAN. The Plan is intended to be a plan
that is not qualified within the meaning of Section 401(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
401(a)(1) of ERISA. The Plan shall be administered and interpreted in a manner
consistent with that intent.

                  12.2     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.

                  12.3     ASSETS. This Plan, and the crediting of Deferral
Amounts to Cash Accounts, Stock Unit Accounts and Prior 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.

                  12.4     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.

                  12.5     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
12.16 of this Article 12, 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.

                  12.6     NOT A CONTRACT OF EMPLOYMENT. The terms and
conditions of the Plan shall not be deemed to establish, constitute or be
evidence of a contract of employment between any Employer and any Participant.
Nothing in the Plan shall be deemed to confer upon a Participant the right to be
retained in the service of any Employer, 




                                       21
<PAGE>   26
or in any way to restrict the right of any Employer to discipline or discharge a
Participant at any time.

                  12.7     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.

                  12.8     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).

                  12.9     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.

                  12.10    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.

                  12.11    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:

                    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.

                  12.12    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



                                       22
<PAGE>   27
bind and inure to Participants and, upon the death of a Participant, his or her
Beneficiaries or estate (whichever may apply).

                  12.13    SPOUSE'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 8. Without limiting the generality of the foregoing,
the spouse of a Participant shall have no interest in the Plan if such spouse
shall predecease such Participant.

                  12.14    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.

                  12.15    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.

                  12.16    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, 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.

                  12.17    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.





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<PAGE>   28
                  12.18    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 by any
Employer.

                  12.19    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 life 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.

                  12.20    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 Benefits Protection Trust.

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



                  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: Michael Jozoff
                                                     ------------------------
                                                  Its: Chairman of the Board
                                                     ------------------------
                                                       President and
                                                       Chief Executive Officer

                                       24
<PAGE>   29
                                   APPENDIX A
                        DEFINITION OF "CHANGE IN CONTROL"

                  A "Change in Control" shall mean the occurrence, while the
Plan is in effect, of any of the following:

                  (a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d) (3) or 14(d) (2) of the Exchange Act) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change in
Control: (i) any acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company or (iv) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (c) below; or

                  (b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

                  (c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding voting shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the 



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<PAGE>   30
Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or

                  (d) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.







                                       ii