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                                                                  Exhibit 10(l)

                   THE DIAL CORPORATION AMENDED AND RESTATED
                      DIRECTORS DEFERRED COMPENSATION PLAN

              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)

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                                TABLE OF CONTENTS

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                                                                                     PAGE

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


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


ARTICLE 3 Deferral Elections of Compensation..................................         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................         6
   3.6 INITIAL PLAN YEAR......................................................         6

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

   4.1 MEMORANDUM ACCOUNTS....................................................         6
   4.2 CREDITING OF MEMORANDUM ACCOUNTS FOR POST-1998 DEFERRAL AMOUNTS ONLY...         7
   4.3 RULES APPLICABLE TO 1998 DEFERRAL AMOUNTS ONLY.........................         7
   4.4 TREATMENT OF PRIOR BALANCES............................................         8
   4.5 STOCK UNIT DIVIDEND EQUIVALENT RIGHTS..................................         8
   4.6 CONVERSION TO STOCK UNITS..............................................         9
   4.7 VESTING................................................................         9
   4.8 REPORTS................................................................         9

ARTICLE 5 Payment of Account Balances.........................................        10

   5.1 FORMS OF PAYMENT OF POST-1998 DEFERRAL AMOUNTS.........................        10
   5.2 FORMS OF PAYMENT OF 1998 DEFERRAL AMOUNTS..............................        10
   5.3 PAYMENT METHOD ELECTIONS...............................................        10
   5.4 EXCEPTION TO TERMINATION PAYMENT METHOD................................        11
   5.5 EXCEPTION FOR DISABILITY OF PARTICIPANT................................        11
   5.6 EXCEPTION FOR DEATH OF PARTICIPANT.....................................        11
   5.7 EXCEPTION FOR UNFORESEEABLE FINANCIAL EMERGENCY........................        11
   5.8 EXCEPTION FOR SECTION 16 OF THE EXCHANGE ACT...........................        12
   5.9 SHORT-TERM PAYOUT......................................................        12
   5.10 WITHDRAWAL ELECTION...................................................        12
   5.11 TIMING OF PAYMENTS....................................................        12
</TABLE>


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<TABLE>
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   5.12 VALUATION OF ACCOUNT BALANCES.........................................        13
   5.13 PRORATION OF PAYMENTS.................................................        13

ARTICLE 6 Administration......................................................        13

   6.1 PLAN ADMINISTRATION....................................................        13
   6.2 DELEGATION TO MANAGEMENT COMMITTEE.....................................        13
   6.3 GENERAL POWERS AND RESPONSIBILITIES OF PLAN ADMINISTRATOR..............        14
   6.4 ACTION OF PLAN ADMINISTRATOR...........................................        14
   6.5 LIABILITY..............................................................        14
   6.6 INDEMNIFICATION OF PLAN ADMINISTRATOR..................................        14
   6.7 ADMINISTRATION UPON CHANGE IN CONTROL..................................        15
   6.8 COMPANY INFORMATION....................................................        15

ARTICLE 7 Beneficiary Designation.............................................        15

   7.1 BENEFICIARY............................................................        15
   7.2 CHANGE OF BENEFICIARY; SPOUSAL CONSENT.................................        15
   7.3 ACKNOWLEDGMENT.........................................................        15
   7.4 NO BENEFICIARY DESIGNATION.............................................        16
   7.5 DOUBT AS TO BENEFICIARY................................................        16

ARTICLE 8 Amendment and Termination of the Plan...............................        16

   8.1 TERMINATION OF THE PLAN................................................        16
   8.2 AMENDMENT OF THE PLAN..................................................        16
   8.3 EFFECT OF PAYMENT......................................................        17

ARTICLE 9 Claims Procedures...................................................        17

   9.1 PRESENTATION OF CLAIM..................................................        17
   9.2 NOTIFICATION OF DECISION...............................................        17
   9.3 REVIEW OF A DENIED CLAIM...............................................        17
   9.4 DECISION ON REVIEW.....................................................        18
   9.5 LEGAL ACTION...........................................................        18

ARTICLE 10 Funding............................................................        18

   10.1 ESTABLISHMENT OF THE TRUST............................................        18
   10.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST...........................        18
   10.3 DISTRIBUTIONS FROM THE TRUST..........................................        18

ARTICLE 11 Miscellaneous......................................................        18
</TABLE>


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<TABLE>
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   11.1 STATUS OF PLAN........................................................        18
   11.2 UNSECURED GENERAL CREDITOR............................................        19
   11.3 ASSETS................................................................        19
   11.4 COMPANY LIABILITY.....................................................        19
   11.5 NONASSIGNABILITY......................................................        19
   11.6 NO RIGHT TO CONTINUED SERVICE.........................................        19
   11.7 FURNISHING INFORMATION................................................        19
   11.8 TERMS.................................................................        19
   11.9 CAPTIONS..............................................................        20
   11.10 GOVERNING LAW........................................................        20
   11.11 NOTICE...............................................................        20
   11.12 SUCCESSORS...........................................................        20
   11.13 SPOUSE'S INTEREST....................................................        20
   11.14 REFORMATION AND SEVERABILITY.........................................        20
   11.15 INCOMPETENCE.........................................................        21
   11.16 COURT ORDER..........................................................        21
   11.17 DISTRIBUTION IN THE EVENT OF TAXATION................................        21
   11.18 TAXES................................................................        21
   11.19 INSURANCE............................................................        22
   11.20 MAXIMUM NUMBER OF SHARES OF COMMON STOCK AUTHORIZED..................        22
   11.21 LITIGATION TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL.................        22
   11.22 EFFECT OF THE PLAN...................................................        22
</TABLE>


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                   THE DIAL CORPORATION AMENDED AND RESTATED
                      DIRECTORS DEFERRED COMPENSATION PLAN

              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)


                                    ARTICLE 1
                                     PURPOSE

            The purpose of this Amended and Restated Directors Deferred
Compensation Plan is to provide directors who are not employees of The Dial
Corporation the opportunity to defer receipt of Compensation to which they are
entitled while the Plan is in effect. The Plan is intended to be an unfunded
nonqualified deferred compensation plan and shall be construed and administered
accordingly.


                                    ARTICLE 2
                                   DEFINITIONS

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

            "1998 DEFERRAL AMOUNT" shall mean the portion of a Participant's
Cash Account and Stock Unit Account which are allocable to his or her Deferral
Amount deferred in the 1998 Plan Year.

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

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

            "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.
<PAGE>   6
            "BENEFICIARY" shall mean the person or persons designated by a
Participant in accordance with Article 7 to receive payments under the Plan
following the death of the Participant.

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

            "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.

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

            "CHANGE IN CAPITALIZATION" shall have the meaning set forth in
Section 4.5(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 9.1 of
Article 9.

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

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

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

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

            "CONVERSION NOTICE" shall have the meaning set forth in Section
4.3(d) of Article 4.


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

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

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

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

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

            "ELIGIBLE DIRECTOR" shall mean each member of the Board who does not
receive a regular salary as an employee of the Company; provided, however, that
no such member shall be eligible to participate in the Plan in a Plan Year if
the Plan Administrator shall determine that the member could acquire under the
Plan more than 1,000,000 shares of Common Stock.

            "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 Board in good faith.

            "INVESTMENT CHOICES" shall mean the reference investment vehicles
made available by the Plan Administrator from time to time in which
Participants' Deferral Amounts and Prior Balances will be deemed to be invested
pursuant to Section 4.3(b) of Article 4.

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


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

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

            "PLAN" shall mean The Dial Corporation Amended and Restated
Directors Deferred Compensation Plan (As Amended and Restated Effective January
1, 1999), as such Plan may be amended from time to time.

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

            "PLAN YEAR" shall mean the calendar year.

            "POST-1998 DEFERRAL AMOUNTS" shall mean the portion of a
Participant's Stock Unit Account which is allocable to his or her Deferral
Amounts deferred in the 1999 Plan Year and thereafter.

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

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

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

            "SHORT-TERM PAYOUT" shall have the meaning set forth in Section 5.9
of Article 5.

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


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<PAGE>   9
            "STOCK UNITS" shall mean units credited to a Participant's Stock
Unit Account, with one Stock Unit having a value on a date equal to the Fair
Market Value of one share of Common Stock on such date.

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

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

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

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

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

            "VALUATION DATE" shall mean the last day of each calendar month;
provided, however, that, if such date is not a business day, the Valuation Date
shall be the immediately preceding business day.

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


                                     - 5 -
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                                    ARTICLE 3
                       DEFERRAL ELECTIONS OF COMPENSATION

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

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

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

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

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

            3.6   INITIAL PLAN YEAR.  The initial Plan Year of the Plan 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.


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<PAGE>   11
            4.2 CREDITING OF MEMORANDUM ACCOUNTS FOR POST-1998 DEFERRAL AMOUNTS
ONLY. On each Allocation Date during the 1999 Plan Year and thereafter, an
amount of cash reflecting the portion of a Participant's Deferral Amount which
would otherwise have been paid to the Participant on such Allocation Date shall
be converted to Stock Units and credited to the Participant's Stock Unit
Account, in accordance with Section 4.6 of this Article 4.

            4.3   RULES APPLICABLE TO 1998 DEFERRAL AMOUNTS ONLY

            (a) CREDITING OF MEMORANDUM ACCOUNTS. On each Allocation Date during
the 1998 Plan Year, an amount of cash reflecting the portion of a Participant's
Deferral Amount which would otherwise have been paid to the Participant on such
Allocation Date shall be (i) credited to the Participant's Cash Account, to the
extent that the Participant has elected to invest in one or more Investment
Choices and (ii) converted to Stock Units and credited to the Participant's
Stock Unit Account, in accordance with Section 4.6 of this Article 4.

            (b) 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.

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

            (d) CONVERSION BETWEEN STOCK UNIT ACCOUNTS AND CASH ACCOUNTS. A
Participant may, by notice delivered to the Plan Administrator (a "Conversion
Notice"), convert (i) any portion of the Stock Units credited to his or her
Stock Unit Account which is allocable to his or her 1998 Deferral Amount (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 (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


                                     - 7 -
<PAGE>   12
converted divided by the Fair Market Value of a share of Common Stock on the
last trading day of the month in which such Conversion Notice is given;
provided, however, that no Conversion Notice shall be of any force and effect if
it (A) is given within six months following the date of an election by such
Participant, with respect to any plan of the Company, that effected a
"Discretionary Transaction" (as defined in Rule 16b-3(f) under the Exchange Act)
that was an acquisition (if the Conversion Notice is pursuant to clause (i)) or
a disposition (if the Conversion Notice is pursuant to clause (ii)) or (B) is
given after a Participant ceases to be a member of the Board and the Plan
Administrator does not consent to such Conversion Notice. Any such Conversion
Notice will become effective on the first day of the next following calendar
quarter.

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

            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;

                  (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


                                     - 8 -
<PAGE>   13
      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 Plan
      Administrator in good faith shall take such action as it deems necessary
      to preserve the economic value of the Stock Unit Account immediately prior
      to the Change in Capitalization. For purposes of this Section 4.5(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 CONVERSION TO STOCK UNITS. Credits to a Participant's Stock Unit
Account on an Allocation Date shall be converted into a number of Stock Units
equal to the amount of the credit to the Stock Unit Account on such Allocation
Date divided by the Fair Market Value of a share of Common Stock on the
Allocation Date. Upon and following such conversion, such Stock Units shall be
allocated to the Stock Unit Account in lieu of such credit.

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

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


                                     - 9 -
<PAGE>   14
                                    ARTICLE 5
                           PAYMENT OF ACCOUNT BALANCES

            5.1   FORMS OF PAYMENT OF POST-1998 DEFERRAL AMOUNTS.  Any
payment which is allocable to a Participant's Post-1998 Deferral Amounts
shall be paid in Common Stock.

            5.2   FORMS OF PAYMENT OF 1998 DEFERRAL AMOUNTS

            (a) PAYMENT TO BE MADE IN CASH. Any payment which is allocable to a
Participant's 1998 Deferral Amount and which is required to be paid from a
Participant's Cash Account shall be in cash.

            (b) PAYMENT TO BE MADE IN COMMON STOCK. Any payment which is
allocable to a Participant's 1998 Deferral Amount and which is required to be
paid from a Participant's Stock Unit Account shall be in cash or, at the
election of the Participant or the Plan Administrator, in Common Stock. A
Participant's election pursuant to this Section 5.2(b) shall be honored by the
Plan Administrator in its discretion.

            5.3   PAYMENT METHOD ELECTIONS

            (a) PAYMENT OF ACCOUNT BALANCES IN ACCORDANCE WITH PAYMENT METHODS.
Except as provided in the exceptions set forth in Sections 5.4 through 5.9 of
this Article 5, a Participant's Account Balances shall be paid in accordance
with the Payment Methods selected by him or her.

            (b) INITIAL PAYMENT METHOD ELECTIONS. Each Eligible Director shall
select Payment Methods upon completion of his or her initial Deferral Election
Form. If a Participant fails to select one or more Payment Methods, he or she
will be deemed to have selected a lump sum in respect of such Payment Methods;
provided, however, that, if a Participant has not selected a Change in Control
Payment Method, the Participant's Retirement Payment Method, Survivor Payment
Method and Termination Payment Method will remain in effect following a Change
in Control.

            (c) 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.


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<PAGE>   15
            5.4 EXCEPTION TO TERMINATION PAYMENT METHOD. Notwithstanding a
Participant's selection of a Termination Payment Method, a Participant's Account
Balances shall be paid in a lump sum if (i) the Participant's Account Balances
on the Valuation Date next following his or her Termination equal less than
twenty-five thousand dollars ($25,000) or (ii) the Participant ceases to be a
member of the Board by reason of termination for Cause. If a Participant's
Account Balances on the Valuation Date next following his or her Termination
equal twenty-five thousand dollars ($25,000) or greater, the Account Balances
shall be paid in accordance with the Participant's Termination Payment Method.

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

            5.6   EXCEPTION FOR DEATH OF PARTICIPANT

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

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

            5.7 EXCEPTION FOR 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


                                     - 11 -
<PAGE>   16
Administrator (i) suspend his or her Deferral Election and (ii) distribute a
partial or full lump sum payment from the Participant's Account Balances. The
payment shall not exceed the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency (and may include an amount equal to any income
taxes and other taxes payable by the Participant or Beneficiary upon receipt of
the amount to be distributed). The request shall be honored by the Plan
Administrator in its discretion. The lump sum payment shall be paid promptly
after the first Valuation Date after approval of the request.

            5.8 EXCEPTION FOR SECTION 16 OF THE EXCHANGE ACT. Notwithstanding
any other provision of the Plan, no payment shall be made pursuant to the Plan
if such payment would subject a Participant to liability under Section 16 of the
Exchange Act, and any such payment shall be delayed until the first date on
which such payment may be made without subjecting the Participant to such
liability.

            5.9 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 gains or losses to such Deferral Amount, to
be paid to such Participant before March 1 of a Plan Year selected by the
Participant; provided, however, that at least two (2) complete Plan Years must
elapse between the Plan Year in which the Deferral Amount is deferred and the
Plan Year in which the Short-Term Payout is to occur. If, after a Participant
elects to receive a Short-Term Payout but before the Short-Term Payout occurs,
the Participant becomes entitled to payment of his or her Account Balances (in
whole or in part), such Short-Term Payout shall be of no force and effect to the
extent inconsistent with such other payment.

            5.10 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.
Upon the making of such an election, ten percent (10%) of the Participant's
Account Balances shall be immediately forfeited. Payment of a Participant's
Account Balances shall be in a lump sum to be paid as soon as practicable
following the election. Upon payment of his or her Account Balances pursuant to
this Section 5.10, a Participant's participation in the Plan shall terminate and
the Participant shall be ineligible to participate in the Plan in the future.


            5.11  TIMING OF PAYMENTS

            (a) TIMING OF LUMP SUM PAYMENTS. Except as provided in Sections 5.7
and 5.9 of this Article 5, prior to a Change in Control, any lump sum payment
required to be paid pursuant to the Plan shall be paid by March 1 of the Plan
Year following the Plan


                                     - 12 -
<PAGE>   17
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 within ten (10) business days following the first Valuation Date
following the occurrence of the event giving rise to such payment.

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

            5.12  VALUATION OF ACCOUNT BALANCES

            (a)   CASH ACCOUNTS.  The valuation of any payment to be made
from a Cash Account shall be determined as of the Valuation Date immediately
preceding the date of such payment.

            (b) STOCK UNIT ACCOUNTS. The valuation of any payment to be made
from a Stock Unit Account 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.

            5.13 PRORATION OF PAYMENTS. To the extent that a Participant has two
Account Balances 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.


                                    ARTICLE 6
                                 ADMINISTRATION

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

            6.2 DELEGATION TO MANAGEMENT COMMITTEE. The Plan Administrator may
delegate one or more of its functions to a committee composed of three or more
senior executives of the Company; provided, however, that the Plan Administrator
may not delegate (i) the selection of Investment Choices, (ii) any action
required to be taken by the Board pursuant to Section 16 of the Exchange Act or
(ii) any other function required by law to be performed by the Board. Upon
appointment of such a committee and delegation of duties thereto, such committee
shall become the Plan Administrator to the extent of such delegation.


                                     - 13 -
<PAGE>   18
            6.3 GENERAL POWERS AND RESPONSIBILITIES OF PLAN ADMINISTRATOR. The
Plan Administrator shall have full authority to construe and interpret the terms
and provisions of the Plan, and to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan and perform all acts as it
shall, from time to time, deem advisable, and otherwise to supervise the
administration of the Plan. The Plan Administrator may correct any defect,
supply any omission or reconcile any inconsistency in the Plan, or in any
Deferral Election hereunder, in the manner and to the extent it shall deem
necessary to effectuate the Plan. Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Plan Administrator in
connection with the Plan shall be in the sole and absolute discretion of the
Plan Administrator and shall be final, binding and conclusive on all persons
(including, but not limited to, the Company, employees of the Company,
Participants and their respective Beneficiaries, heirs, executors,
administrators, successors and assigns). A Participant shall not participate in
any decision involving a request made by him or her or relating in any way to
his or her rights, duties, and obligations as a Participant (unless such
decision relates to all Participants generally and in a similar manner).

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

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

            6.6 INDEMNIFICATION OF PLAN ADMINISTRATOR. The Company hereby
indemnifies the Plan Administrator and each employee to whom responsibilities
are delegated under the Plan against any and all liabilities and expenses,
including attorney's fees, actually and reasonably incurred by them in
connection with any threatened, pending or completed legal action or judicial or
administrative proceeding to which they may be a party, or may be threatened to
be made a party, by reason of being a member of a committee which is the Plan
Administrator or due to a delegation of responsibilities, except


                                     - 14 -
<PAGE>   19
with regard to any matters (i) as to which they shall be adjudged to have failed
to act with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims, and (ii) with respect to any action finally adjudged to be a
crime, had reasonable cause to believe their conduct was unlawful.

            6.7 ADMINISTRATION UPON CHANGE IN CONTROL. Upon and following a
Change in Control, the Plan Administrator shall be one or more persons approved
by the Board prior to the Change in Control and selected by the individual who,
immediately prior to the Change in Control, was the Company's chief executive
officer; provided, however, that if no such Plan Administrator has been
appointed or accepted such appointment within ninety (90) days following such
Change in Control, the Plan Administrator shall remain as in effect prior to
such Change in Control. The Company's chief executive officer may appoint
himself or herself as Plan Administrator pursuant to this Section 6.7.

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


                                    ARTICLE 7
                             BENEFICIARY DESIGNATION

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

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

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


                                     - 15 -
<PAGE>   20
Administrator shall be entitled to rely on the most recent Beneficiary
designation in effect prior to a Participant's death.

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

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


                                    ARTICLE 8
                      AMENDMENT AND TERMINATION OF THE PLAN

            8.1   TERMINATION OF THE PLAN

            (a) BY THE COMPANY. Subject to Section 8.1(b) of this Article 8, the
Company may terminate the Plan in whole or in part at any time and for any
reason without prior notice to or consent of any Participant.

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

            8.2   AMENDMENT OF THE PLAN

            (a) BY THE COMPANY. Subject to Section 8.2(c) of this Article 8, the
Company may amend or modify the Plan in whole or in part at any time and for any
reason without prior notice to or consent of any Participant or Beneficiary;
provided, however, that, unless a Participant or Beneficiary who would be
affected by such amendment shall


                                     - 16 -
<PAGE>   21
have consented thereto, the Plan may not be amended (i) at the request of a
third party who has indicated an intention or taken steps to effect a Change in
Control and who effectuates a Change in Control, (ii) within six (6) months
prior to, or otherwise in connection with, or in anticipation of, a Change in
Control which has been threatened or proposed and which actually occurs, or
(iii) upon or following a Change in Control.

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

            (c) EFFECT OF AMENDMENT. No amendment or modification of the Plan
shall reduce a Participant's Account Balances as of the date of such amendment
or modification.

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


                                    ARTICLE 9
                                CLAIMS PROCEDURES

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

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

            9.3 REVIEW OF A DENIED CLAIM. Within sixty (60) days after receiving
a notice from the Plan Administrator that a claim has been denied in whole or in
part, a Claimant (or such Claimant's duly authorized representative) may file
with the Plan Administrator a written request for a review of the denial of the
claim. During such sixty-


                                     - 17 -
<PAGE>   22
day period, the Claimant (or the Claimant's duly authorized representative) (i)
may review pertinent documents, (ii) may submit written comments or other
documents to the Plan Administrator and (iii) may request a hearing.

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

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


                                   ARTICLE 10
                                     FUNDING

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

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

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


                                   ARTICLE 11
                                  MISCELLANEOUS

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


                                     - 18 -
<PAGE>   23
            11.2 UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of the Company. For
purposes of the payment of benefits under the Plan, any and all of the Company's
assets shall be, and remain, the general, unpledged unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.

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

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

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

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

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

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


                                     - 19 -
<PAGE>   24
the singular shall be deemed to include the plural (and vice versa) and (iii)
use of the conjunctive shall be deemed to include the disjunctive (and vice
versa).

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

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

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

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

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

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

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

            11.13 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 7. Without limiting the generality of the foregoing
sentence, the spouse of a Participant shall have no interest in the Plan if such
spouse shall predecease such Participant.

            11.14 REFORMATION AND SEVERABILITY. In the event that any provision
of the Plan shall be held illegal, invalid or unenforceable for any reason, the
provision shall be


                                     - 20 -
<PAGE>   25
reformed to the extent necessary such that the provision, as reformed, is legal,
valid and enforceable. If a provision of the Plan shall be held illegal, invalid
or enforceable and such reformation is not possible, such provision shall be
ineffective to the extent of such illegality, invalidity or unenforceability
without rendering illegal, invalid or unenforceable the remaining provisions of
the Plan.

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

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

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

            11.18 TAXES

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


                                     - 21 -
<PAGE>   26
                  (b)   UPON DISTRIBUTION.  When Account Balances are
distributed to Participants, the Company shall withhold from such
distributions any taxes required by federal, state or local law to be so
withheld.

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

            11.20 MAXIMUM NUMBER OF SHARES OF COMMON STOCK AUTHORIZED.
Notwithstanding any other provision of this Plan, no more than 5,000,000 shares
of Common Stock may be issued in the aggregate to Participants under the Plan;
and provided, that the number of shares of Common Stock which may be so issued
under the Plan shall be further reduced by the number of shares of Common Stock
authorized for issuance under other plans of the Company (excluding from such
reduction, however, the number of shares of Common Stock authorized for issuance
under other plans of the Company for which shareholder approval is not required
pursuant to subsections (1)-(3) of New York Stock Exchange Rule 312.03(a)).

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

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



            IN WITNESS WHEREOF, the Company has caused the Plan to be executed
by its duly authorized representative effective as of this 1 day of November,
1998.



                                    THE DIAL CORPORATION


                                    /s/ Malcolm Jozoff
                                    ------------------------------------------

                                    By: Malcolm Jozoff
                                    ------------------------------------------

                                    Its: Chairman, President and
                                         Chief Executive Officer
                                    ------------------------------------------

                                     - 22 -
<PAGE>   27
                                   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


                                      -i-
<PAGE>   28
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 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-