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                                                                   EXHIBIT 10(E)

                                  THE DIAL CORP
                            1992 STOCK INCENTIVE PLAN
                          AS AMENDED NOVEMBER 17, 1994


SECTION 1.        PURPOSE; DEFINITIONS.


The purpose of the Plan is to give the Company a significant advantage in
attracting, retaining and motivating officers, employees and directors and to
provide the Company and its subsidiaries with the ability to provide incentives
more directly linked to the profitability of the Company's businesses and
increases in stockholder value.

For purposes of the Plan, the following terms are defined as set forth below:

a.       "Affiliate" means a corporation or other entity controlled by the
         Company and designated by the Committee as such.

b.       "Award" means a Stock Appreciation Right, Stock Option or Restricted
         Stock.

c.       "Board" means the Board of Directors of the Company.

d.       "Cause" has the meaning set forth in Section 5(i).

e.       "Change in Control" and "Change in Control Price" have the meanings set
         forth in Sections 8(b) and (c), respectively.

f.       "Code" means the Internal Revenue Code of 1986, as amended from time to
         time, and any successor thereto.

g.       "Commission" means the Securities and Exchange Commission or any
         successor agency.

h.       "Committee" means the Committee referred to in Section 2.

i.       "Common Stock" means common stock, par value $1.50 per share, of the
         Company.

j.       "Company" means The Dial Corp, a Delaware corporation.

k.       "Disability" means permanent and total disability as determined under
         the Company's existing policies, which may be amended by the Committee.

l.       "Disinterested Person" shall mean a member of the Board who qualifies
         as a disinterested person as defined in Rule 16b-3(c)(2), as
         promulgated by the Commission under the Exchange Act, or any successor
         definition adopted by the Commission.


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m.       "Distribution" means the distribution of shares of Common Stock of GFC
         Financial Corporation to the holders of Common Stock.

n.       "Exchange Act" means the Securities Exchange Act of 1934, as amended
         from time to time, and any successor thereto.

o.       "Fair Market Value" means, except as provided in Section 5(j) and
         6(b)(ii)(2), as of any given date, the mean between the highest and
         lowest reported sales prices of the Stock on the New York Stock
         Exchange Composite Tape or, if not listed on such exchange, on any
         other national exchange on which the Stock is listed or on NASDAQ. If
         there is no regular public trading market for such Stock, the Fair
         Market Value of the Stock shall be determined by the Committee in good
         faith.

p.       "Incentive Stock Option" means any Stock Option intended to be and
         designated as an "incentive stock option" within the meaning of Section
         422 of the Code.

q.       "Non-Qualified Stock Option" means any Stock Option that is not an
         Incentive Stock Option.

r.       "Plan" means The Dial Corp 1992 Stock Incentive Plan, as set forth
         herein and as hereinafter amended from time to time.

s.       "Preferred Stock" means preferred stock, par value $.01, of the
         Company.

t.       "Restricted Stock" means an award granted under Section 7.

u.       "Retirement" means retirement from active employment under a pension
         plan of the Company, any subsidiary or Affiliate, or under an
         employment contract with any of them, or termination of employment at
         or after age 55 under circumstances which the Committee, in its sole
         discretion, deems equivalent to retirement.

v.       "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
         Section 16(b) of the Exchange Act, as amended from time to time.

w.       "Stock" means the Common Stock or Preferred Stock.

x.       "Stock Appreciation Right" means a right granted under Section 6.

y.       "Stock Option" means an option granted under Section 5.

z.       "Termination of Employment" means the termination of the participant's
         employment with the Company and any subsidiary or Affiliate. A
         participant employed by a subsidiary or an Affiliate shall also be
         deemed to incur a Termination of Employment if the subsidiary or
         Affiliate ceases to be such a subsidiary or Affiliate, as the case may
         be, and the participant does not immediately thereafter become an
         employee of the Company or another subsidiary or Affiliate.


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In addition, certain other terms used herein have definitions given to them in
the first place in which they are used.

SECTION 2.        ADMINISTRATION.

The Plan shall be administered by the Executive Compensation Committee of the
Board or such other committee of the Board composed of not less than two
Disinterested Persons, each of whom shall be appointed by and serve at the
pleasure of the Board. If at any time no Committee shall be in office, the
functions of the Committee specified in the Plan shall be exercised by the
Board.

The Committee shall have plenary authority to grant Awards pursuant to the terms
of the Plan to officers, employees and directors of the Company and its
subsidiaries and Affiliates.

Among other things, the Committee shall have the authority, subject to the terms
of the Plan:

(a)      to select the officers, employees and directors to whom Awards may from
         time to time be granted; provided that Awards to nonemployee directors
         may be made only in accordance with Section 13 hereof;

(b)      to determine whether and to what extent Incentive Stock Options,
         Non-Qualified Stock Options, Stock Appreciation Rights and Restricted
         Stock or any combination thereof are to be granted hereunder;

(c)      to determine the number of shares to be covered by each Award granted
         hereunder;

(d)      to determine the terms and conditions of any award granted hereunder
         (including, but not limited to, the option price (subject to Section
         5(a)), any vesting restriction or limitation and any vesting
         acceleration or forfeiture waiver regarding any Award and the shares of
         Stock relating thereto, based on such factors as the Committee shall
         determine);

(e)      to adjust the terms and conditions, at any time or from time to time,
         of any Award, including with respect to performance goals and
         measurements applicable to performance-based Awards pursuant to the
         terms of the Plan;

(f)      to determine to what extent and under what circumstances Stock and
         other amounts payable with respect to an Award shall be deferred; and

(g)      to determine under what circumstances a Stock Option may be settled in
         cash or Stock under Section 5(j).

The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

The Committee may act only by a majority of its members then in office, except
that the members thereof may (i) delegate to an officer of the Company the
authority to make decisions


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pursuant to paragraphs (c), (f), (g), (h) and (i) of Section 5 (provided that no
such delegation may be made that would cause Awards or other transactions under
the Plan to cease to be exempt from Section 16(b) of the Exchange Act) and (ii)
authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Committee.

Any determination made by the Committee or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan
at any time thereafter. All decisions made by the Committee or any appropriately
delegated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company and Plan participants.

SECTION 3.        STOCK SUBJECT TO PLAN.

Subject to adjustment as provided herein, the total number of shares of Common
Stock of the Company available for grant under the Plan in each calendar year
(including partial calendar years) during which the Plan is in effect shall be
equal to two and one-half percent (2.5%) of the total number of shares of Common
Stock of the Company outstanding as of the first day of each such year for which
the Plan is in effect; provided that any shares available for grant in a
particular calendar year (or partial calendar year) which are not, in fact,
granted in such year shall not be added to the shares available for grant in any
subsequent calendar year. In addition to the limitation set forth above with
respect to the number of shares available for grant in any single calendar-year,
no more than 10,000,000 shares of Common Stock shall be cumulatively available
for the grant of incentive options over the life of the Plan. Shares subject to
an option or award under the Plan may be authorized and unissued shares or may
be "treasury shares".

The total number of shares of Preferred Stock reserved and available for
distribution pursuant to Awards under the plan shall be 1,000,000.

Subject to Section 7(b)(iv), if any shares of Restricted Stock are forfeited for
which the participant did not receive any benefits of ownership, or if any Stock
Option (and related Stock Appreciation Right, if any) terminates without being
exercised, or if any Stock Appreciation Right is exercised for cash, shares
subject to such Awards shall again be available for distribution in connection
with Awards under the Plan.

In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, stock split, extraordinary distribution with respect to the
Stock or other change in corporate structure affecting the Stock, such
substitution or adjustments shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options and Stock Appreciation Rights, and in the
number of shares subject to other outstanding Stock Options and Stock
Appreciation Rights, and in the number of shares subject to other outstanding
Awards granted under the Plan as may be determined to be appropriate by the
Committee or the Board, in its sole discretion; provided, however, that the
number of shares subject to any Award shall always be a whole number. Such
adjusted option price shall also be used to determine the amount payable by the
Company upon the exercise of any Stock Appreciation Right associated with any
Stock Option.

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SECTION 4.        ELIGIBILITY.

Officers, employees and directors of the Company, its subsidiaries and
Affiliates who are responsible for or contribute to the management, growth and
profitability of the business of the Company, its subsidiaries and Affiliates
are eligible to be granted Awards under the Plan. Except as expressly authorized
by Section 13 of the Plan, however, no grant shall be made to a director who is
not an officer or a salaried employee.

SECTION 5.        STOCK OPTIONS.

Stock Options may be granted alone or in addition to other Awards granted under
the Plan and may be of two types: Incentive Stock Options and Non-Qualified
Stock Options. Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve.

The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options or both types of Stock Options (in each
case with or without Stock Appreciation Rights). Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any Stock Option is
not designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.

Stock Options shall be evidenced by option agreements, the terms and provisions
of which may differ. An option agreement shall indicate on its face whether it
is an agreement for an Incentive Stock Option or a Non-Qualified Stock Option.
The grant of a Stock Option shall occur on the date the Committee by resolution
selects an individual to be a participant in any grant of a Stock Option,
determines the number of shares of Stock to be subject to such Stock Option to
be granted to such individual and specifies the terms and provisions of the
Stock Option. The Company shall notify the participant of any grant of a Stock
Option, and a written option agreement or agreements shall be duly executed and
delivered by the Company to the participant.

Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any discretion or authority granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee affected, to disqualify any Incentive Stock Option under such Section
422.

Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions as the
Committee shall deem desirable:

(a)      Option Price. The option price per share of Stock purchasable under a
         Stock Option shall be determined by the Committee and set forth in the
         option agreement, and shall not be


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         less than the Fair Market Value of the Stock subject to the Stock
         Option on the date of grant.

(b)      Option Term. The term of each Stock Option shall be fixed by the
         Committee, but no Stock Option shall be exercisable more than 10 years
         after the date the Stock Option is granted.

(c)      Exercisability. Except as otherwise provided herein, Stock Options
         shall be exercisable at such time or times and subject to such terms
         and conditions as shall be determined by the Committee. If the
         Committee provides that any Stock Options is exercisable only in
         installments, the Committee may at any time waive such installment
         exercise provisions, in whole or in part, based on such factors as the
         Committee may determine. In addition, the Committee may at any time
         accelerate the exercisability of any Stock Option.

(d)      Method of Exercise. Subject to the provisions of this Section 5, Stock
         Options may be exercised, in whole or in part, at any time during the
         option term by giving written notice of exercise to the Company
         specifying the number of shares of Stock subject to the Stock Option to
         be purchased.

         Such notice shall be accompanied by payment in full of the purchase
         price by certified or bank check or such other instrument as the
         Company may accept. If approved by the Committee, payment in full or in
         part may also be made in the form of unrestricted Stock already owned
         by the optionee of the same class as the Stock subject to the Stock
         Option and, in the case of the exercise of a Non-Qualified Stock
         Option, Restricted Stock subject to an Award hereunder which is of the
         same class as the Stock subject to the Stock Option (based on the Fair
         Market Value of the Stock on the date the Stock Option is exercised);
         provided, however, that, in the case of an Incentive Stock Option, the
         right to make a payment in the form of already owned shares of Stock of
         the same class as the Stock subject to the Stock Option may be
         authorized only at the time the Stock Option is granted.

         If payment of the option exercise price of a Non-Qualified Stock Option
         is made in whole or in part in the form of Restricted Stock, the number
         of shares of Stock to be received upon such exercise equal to the
         number of shares of Restricted Stock used for payments of the option
         exercise price shall be subject to the same forfeiture restrictions to
         which such Restricted Stock was subject, unless otherwise determined by
         the Committee.

         No shares of Stock shall be issued until full payment therefor has been
         made. Subject to any forfeiture restrictions that may apply if a Stock
         Option is exercised using Restricted Stock, an optionee shall have all
         of the rights of a stockholder of the Company holding the class or
         series of Stock that is subject to such Stock Option (including, if
         applicable, the right to vote the shares and the right to receive
         dividends), when the optionee has given written notice of exercise, has
         paid in full for such shares and, if requested, has given the
         representation described in Section 11(a).

(e)      Nontransferability of Stock Options. No Stock Option shall be
         transferable by the optionee other than (i) by will or by the laws of
         descent and distribution or (ii) pursuant


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         to a qualified domestic relations order (as defined in the Code or
         Title I of the Employee Retirement Income Security Act of 1974 as
         amended, or the rules thereunder). All Stock Options shall be
         exercisable, during the optionee's lifetime, only by the optionee or by
         the guardian or legal representative of the optionee, it being
         understood that the terms "holder" and "optionee" include the guardian
         and legal representative of the optionee named in the option agreement
         and any person to whom an option is transferred by will or the laws of
         descent and distribution or pursuant to a qualified domestic relations
         order. Notwithstanding the above provisions of this Section 5(e), an
         optionee holding a Non-Qualified Stock Option may designate as the
         transferee of any such Option, at the discretion of the Committee, any
         member of such optionee's "Immediate Family" (as defined in Rule 16a,
         as promulgated by the Commission under the Exchange Act) or a trust
         whose beneficiaries are members of such optionee's Immediate Family,
         without payment of consideration to have the power to exercise such
         Option and be subject to all the conditions of such Option prior to
         such designation, such power to exercise to become effective only in
         the event that such optionee shall die prior to exercising such Option.


(f)      Termination by Death. If an optionee's employment terminates by reason
         of death, any Stock Option held by such optionee may thereafter be
         exercised, to the extent then exercisable, or on such accelerated basis
         as the Committee may determine, for a period of one year (or such other
         period as the Committee may specify in the option agreement) from the
         date of such death or until the expiration of the stated term of such
         Stock Option, whichever period is the shorter.

(g)      Termination by Reason of Disability. If an optionee's employment
         terminates by reason of Disability, any Stock Option held by such
         optionee may thereafter be exercised by the optionee, to the extent it
         was exercisable at the time of termination, or on such accelerated
         basis as the Committee may determine, for a period of three years (or
         such shorter period as the Committee may specify in the option
         agreement) from the date of such termination of employment or until the
         expiration of the stated term of such Stock Option, whichever period is
         shorter; provided, however, that if the optionee dies within such
         three-year period (or such shorter period), any unexercised Stock
         Option held by such optionee shall, notwithstanding the expiration of
         such three-year (or such shorter) period, continue to be exercisable to
         the extent to which it was exercisable at the time of death for a
         period of 12 months from the date of such death or until the expiration
         of the stated term of such Stock Option, whichever period is the
         shorter. In the event of termination of employment by reason of
         Disability, if an Incentive Stock Option is exercised after the
         expiration of the exercise periods that apply for purposes of Section
         422 of the Code, such Stock Option will thereafter be treated as a
         Non-Qualified Stock Option.

(h)      Termination by Reason of Retirement. If an optionee's employment
         terminates by reason of Retirement, any Stock Option held by such
         optionee may thereafter be exercised by the optionee, to the extent it
         was exercisable at the time of such Retirement, or on such accelerated
         basis as the Committee may determine, for a period of five years (or
         such shorter period as the Committee may specify in the option
         agreement) from the date of

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         such termination of employment or until the expiration of the stated
         term of such Stock Option, whichever period is the shorter; provided,
         however, that if the optionee dies within such five-year (or such
         shorter) period any unexercised Stock Option held by such optionee
         shall, notwithstanding the expiration of such five-year (or such
         shorter) period, continue to be exercisable to the extent to which it
         was exercisable at the time of death for a period of 12 months from the
         date of such death or until the expiration of the stated term of Such
         Option, whichever period is the shorter. In the event of termination of
         employment by reason of Retirement, if an Incentive Stock Option is
         exercised after the expiration of exercise periods that apply for
         purposes of Section 422 of the Code, such Stock Option will thereafter
         be treated as a Non-Qualified Stock Option.

(i)      Other Termination. Unless otherwise determined by the Committee, if an
         optionee incurs a Termination of Employment for any reason other than
         death, Disability or Retirement, any Stock Option held by such optionee
         shall thereupon terminate, except that such Stock Option, to the extent
         then exercisable, or on such accelerated basis as the Committee may
         determine, may be exercised for the lesser of three months from the
         date of such Termination of Employment or the balance of such Stock
         Option's term if such Termination of Employment of the optionee is
         involuntary and without Cause; provided, however, that if the optionee
         dies within such three-month period, any unexercised Stock Option held
         by such optionee shall, notwithstanding the expiration of such
         three-month period, continue to be exercisable to the extent to which
         it was exercisable at the time of death for a period of 12 months from
         the date of such death or until the expiration of the stated term of
         such Stock Option, whichever period is the shorter. In the event of
         Termination of Employment, if an Incentive Stock Option is exercised
         after the expiration of the exercise periods that apply for purposes of
         Section 422 of the Code, such Stock Option will thereafter be treated
         as a Non-Qualified Stock Option. Unless otherwise determined by the
         Committee, for the purposes of the Plan "Cause" shall mean (1) the
         conviction of the optionee for committing a felony under Federal law or
         the law of the state in which such action occurred, (2) dishonesty in
         the course of fulfilling the optionee's employment duties or (3)
         willful and deliberate failure on the part of the optionee to perform
         his employment duties in any material respect.

(j)      Cashing Out of Stock Option. On receipt of written notice of exercise,
         the Committee may elect to cash out all or part of the portion of the
         shares of Stock for which a Stock Option is being exercised by paying
         the optionee an amount, in cash or Stock, equal to the excess of the
         Fair Market Value of the Stock over the option price times the number
         of shares of Stock for which the Option is being exercised on the
         effective date of such cash out.

         Cash outs relating to Options held by optionees who are actually or
         potentially subject to Section 16(b) of the Exchange Act shall comply
         with the "window period" provisions of Rule 16b-3, to the extent
         applicable, and, in the case of cash outs of Non-Qualified Stock
         Options held by such optionees, the Committee may determine Fair Market
         Value under the pricing rule set forth in Section 6(b)(ii)(2).


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(k)      Notwithstanding any other provision of the Plan, during the 60-day
         period from and after a Change in Control (the "Exercise Period"),
         unless the Committee shall determine otherwise at the time of grant, an
         optionee shall have the right, whether or not the Stock Option is fully
         exercisable and in lieu of the payment of the exercise price for the
         shares of Stock being purchased under the Stock Option and by giving
         notice to the Company, to elect (within the Exercise Period) to
         surrender all or part of the Stock Option to the Company and to receive
         cash, within 30 days of such notice, in an amount equal to the amount
         by which the Change in Control Price per share of Stock on the date of
         such election shall exceed the exercise price per share of Stock under
         the Stock Option (the "Spread") multiplied by the number of shares of
         Stock granted under the Stock Option as to which the right granted
         under this Section 5(k) shall have been exercised; provided, however,
         that if the Change in Control is within six months of the date of grant
         of a particular Stock Option held by an optionee who is an officer or
         director of the Company and is subject to Section 16(b) of the Exchange
         Act no such election shall be made by such optionee with respect to
         such Stock Option prior to six months from the date of grant.
         Notwithstanding any other provision hereof, if the end of such 60-day
         period from and after a Change in Control is within six months of the
         date of grant of a Stock Option held by an optionee who is an officer
         or director of the Company and is subject to Section 16(b) of the
         Exchange Act, such Stock Option shall be canceled in exchange for a
         cash payment to the optionee, effected on the day which is six months
         and one day after the date of grant of such Option, equal to the Spread
         multiplied by the number of shares of Stock granted under the Stock
         Option.

SECTION 6.        STOCK APPRECIATION RIGHTS.

(a)      Grant and Exercise. Stock Appreciation Rights may be granted in
         conjunction with all or part of any Stock Option granted under the
         Plan. In the case of a Non-Qualified Stock Option, such rights may be
         granted either at or after the time of grant of such Stock Option. In
         the case of an Incentive Stock Option, such rights may be granted only
         at the time of grant of such Stock Option. A Stock Appreciation Right
         shall terminate and no longer be exercisable upon the termination or
         exercise of the related Stock Option.

         A Stock Appreciation Right may be exercised by an optionee in
         accordance with Section 6(b) by surrendering the applicable portion of
         the related Stock Option in accordance with procedures established by
         the Committee. Upon such exercise and surrender, the optionee shall be
         entitled to receive an amount determined in the manner prescribed in
         Section 6(b). Stock Options which have been so surrendered shall no
         longer be exercisable to the extent the related Stock Appreciation
         Rights have been exercised.

(b)      Terms and Conditions. Stock Appreciation Rights shall be subject to
         such terms and conditions as shall be determined by the Committee,
         including the following:

         (i)      Stock Appreciation Rights shall be exercisable only at such
                  time or times and to the extent that the Stock Options to
                  which they relate are exercisable in accordance with the
                  provisions of Section 5 and this Section 6; provided, however,
                  that a Stock Appreciation Right shall not be exercisable
                  during the first six months of its term by an optionee who is
                  actually or potentially subject to


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                  Section 16(b) of the Exchange Act, except that this limitation
                  shall not apply in the event of death or Disability of the
                  optionee prior to the expiration of the six-month period.

         (ii)     Upon the exercise of a Stock Appreciation Right, an optionee
                  shall be entitled to receive an amount in cash, shares of
                  Stock or both equal in value to the excess of the Fair Market
                  Value of one share of Stock over the option price per share
                  specified in the related Stock Option multiplied by the number
                  of shares in respect of which the Stock Appreciation Right
                  shall have been exercised, with the Committee having the right
                  to determine the form of payment.

                  In the case of Stock Appreciation Rights relating to Stock
                  Options held by optionees who are actually or potentially
                  subject to Section 16(b) of the Exchange Act, the Committee:

                  (1)      may require that such Stock Appreciation Rights be
                           exercised only in accordance with the applicable
                           "window period" provisions of Rule 16b-3; and

                  (2)      in the case of Stock Appreciation Rights relating to
                           Non-Qualified Stock Options, may provide that the
                           amount to be paid upon exercise of such Stock
                           Appreciation Rights during a Rule 16b-3 "window
                           period" shall be based on the highest mean sales
                           price of the Stock on the New York Stock Exchange on
                           any day during such "window period."

         (iii)    Stock Appreciation Rights shall be transferable only to
                  permitted transferees of the underlying Stock Option in
                  accordance with Section 5(e).

SECTION 7.        RESTRICTED STOCK.

(a)      Administration. Shares of Restricted Stock may be awarded either alone
         or in addition to other Awards granted under the Plan, The Committee
         shall determine the officers and employees to whom and the time or
         times at which grants of Restricted Stock will be awarded, the number
         of shares to be awarded to any participant, the time or times within
         which such Awards may be subject to forfeiture and any other terms and
         conditions of the Awards, in addition to those contained in Section
         7(c).

         The Committee may condition the grant of Restricted Stock upon the
         attainment of specified performance goals of the participant or of the
         Company or subsidiary, division or department of the Company for or
         within which the participant is primarily employed or upon such other
         factors or criteria as the Committee shall determine. The provisions of
         Restricted Stock Awards need not be the same with respect to each
         recipient.

(b)      Awards and Certificates. Shares of Restricted Stock shall be evidenced
         in such manner as the Committee may deem appropriate, including
         book-entry registration or issuance of one or more stock certificates.
         Except as otherwise set forth in a Restricted Stock


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         Agreement any certificate issued in respect of shares of Restricted
         Stock shall be registered in the name of such participant and shall
         bear an appropriate legend referring to the terms, conditions, and
         restrictions applicable to such Award, substantially in the following
         form:

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the 1992 Stock Incentive
                  Plan and a Restricted Stock Agreement. Copies of such Plan and
                  Agreement are on file at the offices of The Dial Corp, Dial
                  Tower, Phoenix, Arizona."

         The Committee may require that the certificates evidencing such shares
         be held in custody by the Company until the restrictions thereon shall
         have lapsed and that, as a condition of any Award of Restricted Stock,
         the participant shall have delivered a stock power, endorsed in blank,
         relating to the Stock covered by such Award.

(c)      Terms and Conditions. Shares of Restricted Stock shall be subject to
         the following terms and conditions:

         (i)      Subject to the provisions of the Plan (including Section 5(d)
                  and the Restricted Stock Agreement referred to the Section
                  7(c)(vi), during a period set by the Committee, commencing
                  with the date of such Award (the "Restriction Period"), the
                  participant shall not be permitted to sell, assign, transfer,
                  pledge or otherwise encumber shares of Restricted Stock.
                  Within these limits, the Committee may provide for the lapse
                  of such restrictions in installments and may accelerate or
                  waive such restrictions, in whole or in part, based on
                  service, performance of the participant or of the Company or
                  the subsidiary, division or department for which the
                  participant is employed or such other factors or criteria as
                  the Committee may determine.

         (ii)     Except as provided in this paragraph (ii) and Section 7(c)(i)
                  and the Restricted Stock Agreement, the participant shall
                  have, with respect to the shares of Restricted Stock, all of
                  the rights of a stockholder of the Company holding the class
                  or series of Stock that is the subject of the Restricted
                  Stock, including, if applicable, the right to vote the shares
                  and the right to receive any cash dividends. If so determined
                  by the Committee in the applicable Restricted Stock Agreement
                  and subject to Section 11 (f) of the Plan, (1) cash dividends
                  on the class or series of Stock that is the subject of the
                  Restricted Stock shall be automatically deferred and
                  reinvested in additional Restricted Stock, and (2) dividends
                  payable in Stock shall be paid in the form of Restricted Stock
                  of the same class as the Stock with which such dividend was
                  paid.

         (iii)    Except to the extent otherwise provided in the applicable
                  Restricted Stock Agreement and Sections 7(c)(i), 7(c)(iv) and
                  8(a)(ii), upon a participant's Termination of Employment for
                  any reason during the Restriction Period, all shares still
                  subject to restriction shall be forfeited by the participant.


                                       11
<PAGE>

         (iv)     Except to the extent otherwise provided in Section 8(a)(ii),
                  in the event that a participant's employment is involuntarily
                  terminated (other than for Cause), the Committee shall have
                  the discretion to waive in whole or in part any or all
                  remaining restrictions with respect to any or all of such
                  participant's shares of Restricted Stock.

         (v)      If and when the Restriction Period expires without a prior
                  forfeiture of the Restricted Stock subject to such Restriction
                  Period, unlegended certificates for such shares shall be
                  delivered to the participant.

         (vi)     Each Award shall be confirmed by, and be subject to the terms
                  of, a Restricted Stock Agreement.

SECTION 8.        CHANGE IN CONTROL PROVISIONS.

(a)      Impact of Event. Notwithstanding any other provision of the Plan to the
         contrary, in the event of a Change in Control:

         (i)      Any Stock Options and Stock Appreciation Rights outstanding as
                  of the date such Change in Control is determined to have
                  occurred and not then exercisable and vested shall become
                  fully exercisable and vested to the full extent of the
                  original grant.

         (ii)     The restrictions applicable to any Restricted Stock shall
                  lapse, and such Restricted Stock shall become free of all
                  restrictions and become fully vested and transferable to the
                  full extent of the original grant.

(b)      Definition of Change in Control. For purposes of the Plan, a "Change in
         Control" shall mean the happening of any of the following events:

         (i)      An 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 (1) the then outstanding shares of common stock of
                  the Company (the "Outstanding Company Common Stock") or (2)
                  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"); excluding, however, the following: (1) any
                  acquisition directly from the Company, other than an
                  acquisition by virtue of the exercise of a conversion
                  privilege unless the security being so converted was itself
                  acquired directly from the Company, (2) any acquisition by the
                  Company, (3) any acquisition by any employee benefit plan (or
                  related trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company or (4) any acquisition
                  by any corporation pursuant to a transaction which complies
                  with clauses (1), (2) and (3) of subsection (iii) of this
                  Section 8(b); or


                                       12
<PAGE>

         (ii)     A change in the composition of the Board such that the
                  individuals who, as of February 28, 1992, constitute the Board
                  (such Board shall be hereinafter referred to as the "Incumbent
                  Board") cease for any reason to constitute at least a majority
                  of the Board; provided, however, for purposes of this Section
                  8(b), that any individual who becomes a member of the Board
                  subsequent to February 28, 1992, whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least a majority of those individuals who are
                  members of the Board and who were also members of the
                  Incumbent Board (or deemed to be pursuant to this proviso)
                  shall be considered as though such individual were a member of
                  the Incumbent Board; but, provided further, that any such
                  individual whose initial assumption of office occurs as a
                  result of either an actual or threatened election contest (as
                  such terms are used in Rule 14a-11 of Regulation 14A
                  promulgated under the Exchange Act) or other actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of a Person other than the Board shall not be so considered as
                  a member of the Incumbent Board; or

         (iii)    The approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company ("Corporate Transaction"); excluding, however, such a
                  Corporate Transaction pursuant to which (1) all or
                  substantially all of the individuals and entities who are the
                  beneficial owners, respectively, of the Outstanding Company
                  Common Stock and Outstanding Company Voting Securities
                  immediately prior to such Corporate Transaction will
                  beneficially own, directly or indirectly, more than 60% of,
                  respectively, the outstanding 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 Corporate Transaction (including, without
                  limitation, a corporation which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to such Corporate Transaction, of
                  the Outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be, (2) no Person (other
                  than the Company, any employee benefit plan (or related trust)
                  of the Company or such corporation resulting from such
                  Corporate Transaction) will beneficially own, directly or
                  indirectly, 20% or more of, respectively, the outstanding
                  shares of common stock of the corporation resulting from such
                  Corporate Transaction or the combined voting power of the
                  outstanding voting securities of such corporation entitled to
                  vote generally in the election of directors except to the
                  extent that such ownership existed prior to the Corporate
                  Transaction and (3) individuals who were members of the
                  Incumbent Board will constitute at least a majority of the
                  members of the board of directors of the corporation resulting
                  from such Corporate Transaction; or

         (iv)     The approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.


                                       13
<PAGE>

(c)      Change in Control Price. For purposes of the Plan, "Change in Control
         Price" means the higher of (i) the highest reported sales price,
         regular way, of a share of Stock in any transaction reported on the New
         York Stock Exchange Composite Tape or other national exchange on which
         such shares are listed or on NASDAQ during the 60-day period prior to
         and including the date of a Change in Control or (ii) if the Change in
         Control is the result of a tender or exchange offer or a Corporate
         Transaction, the highest price per share of Stock paid in such tender
         or exchange offer or Corporate Transaction; provided, however, that (x)
         in the case of a Stock Option which (A) is held by an optionee who is
         an officer or director of the Company and is subject to Section 16(b)
         of the Exchange Act and (B) was granted within 240 days of the Change
         in Control, then the Change in Control Price for such Stock Option
         shall be the Fair Market Value of the Stock on the date such Stock
         Option is exercised or deemed exercised and (y) in the case of
         Incentive Stock Options and Stock Appreciation Rights relating to
         Incentive Stock Options, the Change in Control Price shall be in all
         cases the Fair Market Value of the Stock on the date such Incentive
         Stock Option or Stock Appreciation Right is exercised. To the extent
         that the consideration paid in any such transaction described above
         consists all or in part of securities or other non-cash consideration,
         the value of such securities or other non-cash consideration shall be
         determined in the sole discretion of the Board.

SECTION 9.        TERM, AMENDMENT AND TERMINATION.

The Plan will terminate on December 31, 2002. Under the Plan, Awards outstanding
as of December 31, 2002 shall not be affected or impaired by the termination of
the Plan.

The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights of
an optionee under a Stock Option or a recipient of a Stock Appreciation Right or
Restricted Stock Award theretofore granted without the optionee's or recipient's
consent, except such an amendment made to cause the Plan to qualify for the
exemption provided by Rule 16b-3, or (ii) disqualify the Plan from the exemption
provided by Rule 16b-3. In addition, no such amendment shall be made without the
approval of the Company's stockholders to the extent such approval is required
by law or agreement.

The Committee may amend the terms of any Stock Option or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without the holder's consent except such an amendment made
to cause the Plan or Award to qualify for the exemption provided by Rule 16b-3.
The Committee may also substitute new Stock Options for previously granted Stock
Options, including previously granted Stock Options having higher option prices.

Subject to the above provisions, the Board shall have the authority to amend the
Plan to take into account changes in law and tax and accounting rules, as well
as other developments and to grant Awards which qualify for beneficial treatment
under such rules without stockholder approval.


                                       14
<PAGE>


SECTION 10.       UNFUNDED STATUS OF PLAN.

It is presently intended that the Plan constitute an "unfunded" plan for
incentive and for deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or make payments; provided, however, that, unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 11.       GENERAL PROVISIONS.

(a)      The Committee may require each person purchasing or receiving shares
         pursuant to an Award to represent to and agree with the Company in
         writing that such person is acquiring the shares without a view to the
         distribution thereof. The certificates for such shares may include any
         legend which the Committee deems appropriate to reflect any
         restrictions on transfer.

         All certificates for shares of Stock or other securities delivered
         under the Plan shall be subject to such stock transfer orders and other
         restrictions as the Committee may deem advisable under the rules,
         regulations and other requirements of the Commission, any stock
         exchange upon which the Stock is then listed and any applicable Federal
         or state securities law, and the Committee may cause a legend or
         legends to be put on any such certificates to make appropriate
         reference to such restrictions.

(b)      Nothing contained in the Plan shall prevent the Company or any
         subsidiary or Affiliate from adopting other or additional compensation
         arrangements for its employees.

(c)      The adoption of the Plan shall not confer upon any employee any rights
         to continued employment nor shall it interfere in any way with the
         right of the Company or any subsidiary or Affiliate to terminate the
         employment of any employee at any time.

(d)      No later than the date as of which an amount first becomes includible
         in the gross income of the participant for Federal income tax purposes
         with respect to any Award under the Plan, the participant shall pay to
         the Company, or make arrangements satisfactory to the Company regarding
         the payment of, any Federal, state, local or foreign taxes of any kind
         required by law to be withheld with respect to such amount. Unless
         otherwise determined by the Company, withholding obligations may be
         settled with Stock, including Stock that is part of the Award that
         gives rise to the withholding requirement. The obligations of the
         Company under the Plan shall be conditional on such payment or
         arrangements, and the Company and its Affiliates shall, to the extent
         permitted by law, have the right to deduct any such taxes from any
         payment otherwise due to the participant. The Committee may establish
         such procedures as it deems appropriate, including the making of
         irrevocable elections, for the settlement of withholding obligations
         with Stock.

(e)      At the time of grant, the Committee may provide in connection with any
         grant made under the Plan that the shares of Stock received as a result
         of such grant shall be subject to a right of first refusal pursuant to
         which the participant shall be required to offer to the


                                       15
<PAGE>

         Company any shares that the participant wishes to sell at the then Fair
         Market Value of the Stock, subject to such other terms and conditions
         as the Committee may specify at the time of grant.

(f)      The reinvestment of dividends in additional Restricted Stock at the
         time of any dividend payment shall only be permissible if sufficient
         shares of Stock are available under Section 3 for such reinvestment
         (taking into account then outstanding Stock Options and other Awards).

(g)      The Committee shall establish such procedures as it deems appropriate
         for a participant to designate a beneficiary to whom any amounts
         payable in the event of the participant's death are to be paid.

(h)      The Plan and all Awards made and actions taken thereunder shall be
         governed by and construed in accordance with the laws of the State of
         Delaware.

SECTION 12.       EFFECTIVE DATE OF PLAN.

The Plan shall be effective on the date specified by the Board at the time it is
approved by the Board.

SECTION 13.       DIRECTOR STOCK OPTIONS

(a)      Each director of the Company who is not otherwise an employee of the
         Company or any of its subsidiaries or Affiliates, shall on the first
         Tuesday following his or her first election as a director of the
         Company, and thereafter on the third Thursday of August during such
         director's term, automatically be granted Non-Qualified Stock Options
         to purchase Common Stock having an exercise price of 100% of Fair
         Market Value of the Common Stock at the date of the grant of such
         Non-Qualified Stock Option. The number of shares subject to such Stock
         Option shall be equal to twice the average compensation (excluding
         options) paid to non- employee directors of the Company during the
         previous l2-month period divided by such Fair Market Value at the date
         of grant, rounded to the nearest 100 shares.

(b)      An automatic director Stock Option shall be granted hereunder only if
         as of each date of grant the director (i) is not otherwise an employee
         of the Company or any of its subsidiaries or Affiliates, (ii) has not
         been an employee of the Company or any of its subsidiaries or
         Affiliates for any part of the preceding fiscal year, and (iii) has
         served on the Board continuously since the commencement of his term.

(c)      Each holder of a Stock Option granted pursuant to this Section 13 shall
         also have the rights specified in Section 5(k).

(d)      In the event that the number of shares of Common Stock available for
         future grant under the Plan is insufficient to make all automatic
         grants required to be made on such date,


                                       16
<PAGE>

         then all non-employee directors entitled to a grant on such date shall
         share ratably in the number of options on shares available for grant
         under the Plan.

(e)      The provisions of paragraph (a) of this Section 13 may not be amended
         more often than once every six months. Except as expressly provided in
         this Section 13, any Stock Option granted hereunder shall be subject to
         the terms and conditions of the Plan as if the grant were made pursuant
         to Section 5 hereof.


3/21/95

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