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                                                                   EXHIBIT 99(d)

                              THE DIAL CORPORATION

                         CORPORATE GOVERNANCE GUIDELINES

A.       PRINCIPAL RESPONSIBILITIES OF THE BOARD

         1.       Long Range Strategy Issues

                  The Board shall advise and participate in the long range
                  strategic development of the Corporation's business. Such
                  issues should be routinely addressed at regular Board meetings
                  and at the August meeting each year.

         2.       Operating and Capital Plans

                  The Board will review and approve the annual operating and
                  capital plans at the outset of each fiscal year and review
                  performance against such plans at least quarterly throughout
                  the year.

         3.       Compliance with Law and Maintenance of Ethical Business
                  Environment

                  The Board recognizes the importance of the Corporation's
                  operating as an ethical and law-abiding company. The Board is
                  responsible for overseeing the Corporation's compliance with
                  its Code of Ethics and Corporate Responsibilities.

         4.       Performance Evaluation of the Chief Executive Officer

                  The Executive Compensation Committee will conduct an annual
                  review of the Chief Executive Officer based on performance of
                  the business, achievement of the Corporation's short- and
                  long-term financial and strategic objectives, development of
                  management, and as further set forth in its charter. The Board
                  will review the Executive Compensation Committee's report in
                  order to ensure that the Chief Executive Officer is providing
                  the best leadership for the Corporation in the long- and
                  short-term. The evaluation will be used in connection with
                  decisions regarding the Chief Executive Officer's
                  compensation.

         5.       Succession Planning

                  The Board is responsible for developing a succession plan for
                  all senior management positions and will review the plan at
                  the August meeting each year. The Chief Executive Officer
                  should at all times make available his or her recommendations
                  and evaluations of potential successors, along with a review
                  of any development plans recommended for such individuals.

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CORPORATIVE GOVERNANCE GUIDELINES

         6.       Director Attendance at Meetings

                  Directors are expected to attend all Board meetings and
                  meetings of committees on which they serve, and to spend the
                  time needed and meet as frequently as necessary to properly
                  discharge their responsibilities. The Board should receive
                  written explanatory information related to its duties at any
                  upcoming meeting of the Board. Such information shall be
                  delivered sufficiently in advance of such meeting to permit
                  appropriate review by each Director.

B.       STRUCTURE, QUALIFICATIONS AND OPERATIONS OF THE BOARD

         1.       Size of the Board

                  The Board presently has nine members. It is the sense of the
                  Board that nine to eleven members would be an appropriate size
                  for the Board of Directors.

          2.      Independent Directors

                  The Board believes that, with the exception of the Chief
                  Executive Officer, all members should be "independent" as
                  defined in the listing standards of the New York Stock
                  Exchange ("NYSE") and any applicable rules and laws. Directors
                  shall not be consultants to the Corporation or have
                  significant personal service contracts with the Corporation.
                  Also, any organization with which a Director is affiliated
                  shall not have a significant contractual relationship with the
                  Corporation.

         3.       Executive Sessions with Non-Management Directors

                  There will be regular executive sessions of the non-management
                  Directors of the Board not less frequently than two times each
                  year. The Director responsible for leading such sessions and
                  taking minutes shall rotate among the Chairs of the various
                  Board committees. Interested parties may communicate with the
                  non-management directors by sending a letter addressed to
                  "Non-Management Directors," care of the Corporate Secretary.

         4.       Director Appointments

                  The nomination of Directors is the province of the Governance
                  Committee in accordance with its charter. The Board believes
                  that the following considerations should be taken into account
                  when nominating Directors: consumer goods experience, age,
                  gender, area of expertise and experience with "right-sized"
                  organizations. Directors shall be limited to no more than

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                  four terms of three years each, unless the Board unanimously
                  approves an extension to such term limits.

         5.       Board, Committee and Director Performance

                  The Board will conduct an annual self-evaluation to determine
                  whether the Board, its committees and the individual Directors
                  are functioning effectively. The Governance Committee will
                  receive comments from all Directors and shall report annually
                  on the performance of the Board, its committees and the
                  individual Directors. The Governance Committee shall identify
                  areas in which it perceives improvements can be made and,
                  after discussion with the Chairman of the Board, take
                  appropriate action to address any issues identified in such
                  evaluation.

         6.       Employment Status

                  Each Director shall report changes in his or her employment
                  status to the Governance Committee. The Governance Committee,
                  in consultation with the Chairman of the Board, shall consider
                  any effects of such changes on the continued appropriateness
                  and effectiveness of the Director's contribution to the work
                  of the Board under the circumstances.

         7.       Conflicts of Interest

                  In order to comply with the Clayton Act and prevent other
                  possible conflicts of interest, Directors who wish to join the
                  board of directors of any other company shall review this
                  matter with the Chair of the Corporation's Governance
                  Committee and the Corporation's Chairman of the Board and
                  General Counsel before agreeing to join such other board.

         8.       Board Access to Management

                  Directors have full and free access to the management of the
                  Corporation and, as necessary or appropriate, independent
                  advisors. Any meetings or contacts that a Director wishes to
                  initiate may be arranged through the Chief Executive Officer
                  or the Secretary or directly by the Director. The Board
                  welcomes attendance at Board meetings of senior officers of
                  the Corporation.

         9.       Director Compensation

                  The form and amount of Director compensation will be
                  determined by the Executive Compensation Committee in
                  accordance with its charter, and the Executive Compensation
                  Committee will conduct an annual review of Director
                  compensation. The Executive Compensation Committee will
                  consider that Directors' independence may be jeopardized if
                  Director

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                  compensation and perquisites exceed customary levels,
                  if the Corporation makes substantial charitable contributions
                  to organizations with which a Director is affiliated, or if
                  the Corporation enters into consulting contracts with (or
                  provides other indirect forms of compensation to) a Director
                  or organization with which the Director is affiliated.

         10.      Director Orientation and Continuing Education

                  All new Directors will participate in the Corporation's
                  orientation program, which should be conducted shortly after a
                  new Director is elected or appointed. This orientation will
                  include presentations by senior management to familiarize new
                  Directors with the Corporation's strategic plans, its
                  significant financial, accounting and risk management issues,
                  its compliance programs, its Code of Ethics and Corporate
                  Responsibilities, its principal officers and its internal and
                  independent auditors.

                  Continuing education shall be available to Directors in areas
                  related to their service on the Board. These programs shall be
                  approved in advance by the Chairman of the Board.

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