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                                                                     EXHIBIT 4.5

                   THE DIAL CORPORATION FUTURE INVESTMENT PLAN
                                 AMENDMENT NO. 1

         WHEREAS, Article X of The Dial Corporation Future Investment Plan (the
"Plan") provides that the Plan may be amended from time to time by The Dial
Corporation (the "Company") by resolution of its Board of Directors (the
"Board") or by any person or persons duly authorized by resolution of said Board
to take such action;

         WHEREAS, by resolution of the Board dated January 24-25, 2002, the
Board resolved to amend Section 7.2 of the Plan effective as of February 1, 2002
to (i) reduce the age requirement from fifty-four (54) to fifty (50) and
eliminate the ten (10) year service requirement applicable to employer
contributions allocated to the "Employer Contribution Account" (as defined in
Section 2.1(DD) of the Plan); and (ii) change the default investment for the
Employer Contribution Account attributable to matching contributions from an
investment in Company stock to an investment fund designated by the Retirement
Committee; and

         WHEREAS, by the same resolution of the Board dated January 24-25, 2002,
the Board resolved that the Executive Vice President - Shared Services of the
Company be authorized and directed to take any and all such actions as he may
deem necessary or desirable to carry out the intent and purposes of the
foregoing resolution.

         NOW, THEREFORE, BE IT RESOLVED, that, in accordance with the
aforementioned resolutions of the Board, the Plan is amended as follows,
effective February 1, 2002:

         Sections 7.2(A) and 7.2(B) of the Plan is amended and restated in
its entirety to provide the following:

                  "(A) Each Participant shall designate, in the manner
established by the Committee, the Investment Fund(s) established pursuant to
paragraph (C) below in which contributions made pursuant to Sections 4.1(A),
4.3, 4.5 and 4.6 hereof are to be invested. Subject to Section 7.2(B) below,

                           (i) a Participant's Employer Contribution Account
balance (consisting of contributions made pursuant to Sections 4.1(B) and (C)
hereof) that is allocable to participation in the Plan prior to May 15, 2001
shall be invested only in Employer Stock, and the Participant shall have no
choice of Investment Funds with respect to such balance,

                           (ii) effective May 15, 2001, any Participant may
reallocate up to seventy-five (75) percent of his Employer Contribution Account
balance that is allocable to participation in the Plan through January 31, 2002
to any or all of six (6) Investment Funds designated by the Retirement
Committee, and
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                           (iii) effective February 1, 2002, twenty-five (25)
percent of the Matching Contributions that are allocable to participation in the
Plan on and after such date and credited to the Participant's Employer
Contribution Account shall be invested in Employer Stock (and the Participant
shall have no choice of Investment Funds with respect to such contributions),
and the remaining seventy-five (75) percent of such Matching Contributions shall
be invested in an Investment Fund designated by the Retirement Committee (which
contributions may be reallocated at any time by the Participant to any or all of
six (6) other Investment Funds designated by the Retirement Committee).

                  (B) Effective as of and following June 1, 2000, a Participant
who is at least age fifty-four (54) and who has at least ten (10) years of
continuous service with an Employer may reallocate Employer Stock that is
allocable to participation in the Plan on and after such date and prior to
February 1, 2002 and credited to such Participant's Employer Contribution
Account to any other Investment Funds available under the Plan. Effective
February 1, 2002, a Participant who is at least age fifty (50) may reallocate
Employer Stock that is allocable to participation in the Plan on and after such
date and credited to such Participant's Employer Contribution Account to any
other Investment Funds available under the Plan, regardless of the number of
years of continuous service the Participant has with an Employer."



Dated:  February 25, 2002



/s/ Bernhard J. Welle
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By:    Bernhard J. Welle
Title: Executive Vice President - Shared Services