INDEMNIFICATION AGREEMENT
                           (Non-Employee Director)


          This  Indemnification Agreement ("Agreement") is made as of the 15th
day  of August, 1996, by and between The Dial Corporation (the "Corporation"),
a  Delaware  corporation,  and  _______________, a Director of the Corporation
(the  "Director").


                                  Recitals

          A.    The  Director  has  been elected to serve as a director of the
Corporation  and  the  Corporation  desires  the  Director to continue in such
capacity.

          B.    In  addition  to  the indemnification to which the Director is
entitled  under  the  Restated Certificate of Incorporation of the Corporation
(the  "Charter")  and  the  Bylaws  of  the  Corporation  (the  "Bylaws"), the
Corporation  at  its  sole expense maintains insurance protecting its officers
and  directors  against  certain  losses  arising  out of actual or threatened
actions,  suits or proceedings to which such persons may be made or threatened
to  be  made  parties  ("D  & O Insurance").  However, the Corporation and the
Director  cannot be sure that insurance coverage will continue to be available
in  the future or, if available, that it will not be unreasonably expensive to
purchase  and  maintain.

          C.  The Charter, the Bylaws and the Delaware General Corporation Law
specifically provide that they are not exclusive, and thereby contemplate that
contracts  may  be entered into between the Corporation and the members of its
Board  of  Directors  with  respect  to  indemnification  of  such  directors.


                                 Agreement

          In  order  to  induce  the  Director  to  continue  to  serve in the
Director's  capacity  as  a  director  and  in consideration of the Director's
valuable  services for the Corporation, the Corporation and the Director agree
as  follows:

          1.  Continued Service.  The Director will continue to serve at the
will of the Corporation, or in accordance with separate contract to the extent
that  such  a  contract is in effect at the time in question, as a director of
the  Corporation  so  long  as  the  Director is duly elected and qualified in
accordance  with  the  Charter and the Bylaws or until the Director resigns in
accordance  with  applicable  law.

          2.    Indemnity  of Director.  The Corporation shall hold harmless
and  indemnify  the  Director to the fullest extent authorized or permitted by
the  provisions  of  the  Delaware General Corporation Law or by any amendment
thereof  or  other  statutory  provisions  authorizing  or  permitting  such
indemnification  which  is  adopted  after  the  date  hereof.

          3.    Maintenance  of  Insurance  and  Self  Insurance.

          (a)   Subject only to the provisions of Section 3(b) hereof, so long
as  the  Director shall continue to serve as a director of the Corporation (or
shall  continue  at  the  request of the Corporation to serve as a director of
another  corporation,  partnership,  joint venture, trust or other enterprise)
and  thereafter so long as the Director shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  by  reason  of the fact that the
Director  was  a  director  of  the Corporation or served in any of said other
capacities,  the  Corporation  will  purchase  and  maintain in effect for the
benefit of the Director one or more valid, binding and enforceable policies of
D  &  O  Insurance providing, in all respects, coverage at least comparable to
that  presently  provided.

          (b)  The Corporation shall not be required to maintain said policies
of  D & O Insurance in effect if said insurance is not reasonably available or
if,  in  the  reasonable  business  judgment  of  the  then  directors  of the
Corporation,  either  (i) the premium cost for such insurance is substantially
disproportionate  to  the  amount of coverage or (ii) the coverage provided by
such  insurance is so limited by exclusions that there is insufficient benefit
from  such  insurance.

          (c)   In the event the Corporation does not purchase and maintain in
effect  said policies of D & O Insurance pursuant to the provisions of Section
3(b) hereof, the Corporation shall hold harmless and indemnify the Director to
the  full  extent of the coverage which would otherwise have been provided for
the  benefit  of  the  Director  pursuant  to  such  D  &  O  Insurance.

          4.    Additional  Indemnity.  Subject only to the exclusions set
forth  in  Section 5 hereof, and without limiting any right which the Director
may  have  now  or  in the future pursuant to the Delaware General Corporation
Law,  the Charter, the Bylaws, any other agreement, any resolution, any policy
of  insurance  or  otherwise,  the  Corporation  hereby further agrees to hold
harmless  and  indemnify  the  Director:

     Against  any  and  all  expenses  (including attorneys' fees), judgments,
fines  and  amounts paid in settlement actually and reasonably incurred by the
Director  in connection with any threatened, pending or completed action, suit
or  proceeding,  whether  civil,  criminal,  administrative  or investigative,
whether by third parties or by or in the right of the Corporation to which the
Director  at any time becomes a party, or is threatened to be made a party, by
reason  of the fact that the Director is or was a director of the Corporation,
or  is  or was serving or at any time serves at the request of the Corporation
as  a  director  of  another corporation, partnership, joint venture, trust or
other  enterprise.

          5.  Limitations on Additional Indemnity.  No indemnity pursuant to
Section  4  hereof  shall  be  paid  by  the  Corporation:

          (a)    for  which and to the extent that payment is actually made to
the  Director  under  a  valid  and  collectible  insurance  policy;

          (b)  for which and to the extent that the Director is indemnified or
receives  a  recovery  otherwise  than  pursuant  to  Section  4;

          (c)    on  account of any suit in which judgment is rendered against
the  Director  for  an accounting of profits made from the purchase or sale by
the  Director  of  securities of the Corporation pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or
similar  provisions  of  any  federal,  state  or  local  statutory  law;

          (d)    with respect to acts or omissions which are not in good faith
or  which  constitute  intentional  misconduct  or a knowing violation of law;

          (e)    with respect to authorization by the Director of the unlawful
payment of a dividend or other distribution on the Corporation's capital stock
or  the  unlawful  purchase  of  its  capital  stock;

          (f)  with respect to any transaction from which the Director derived
an  improper  personal  benefit;  or

          (g)    if  a  final  decision  by a court having jurisdiction in the
matter  shall  determine  that  such  indemnification  is  not  lawful.

          6.   Notification and Defense of Claim.  Promptly after receipt by
the  Director of notice of the commencement of any action, suit or proceeding,
the  Director  will,  if  a claim in respect thereof is to be made against the
Corporation  under  this Agreement, notify the Corporation of the commencement
thereof;  but  the  omission  so to notify the Corporation will not relieve it
from any liability which it may have to the Director otherwise than under this
Agreement  or  from any liability which is not directly related to the failure
of  the  Director  promptly to so notify the Corporation.  With respect to any
such  action,  suit  or  proceeding  as  to  which  the  Director notifies the
Corporation  of  the  commencement  thereof:

          (a)   The Corporation will be entitled to participate therein at its
own  expense;  and,

          (b)    Except as otherwise provided below, to the extent that it may
wish,  the  Corporation  jointly  with  any other indemnifying party similarly
notified  will  be  entitled  to  assume  the  defense  thereof,  with counsel
satisfactory  to  the  Director.    After  notice  from the Corporation to the
Director  of  its  election  so to assume the defense thereof, the Corporation
will not be liable to the Director under this Agreement for any legal or other
expenses  subsequently incurred by the Director in connection with the defense
thereof  other than reasonable costs of investigation or as otherwise provided
below.   The Director shall have the right to employ the Director's counsel in
such  action,  suit  or  proceeding, but the fees and expenses of such counsel
incurred  after  notice  from the Corporation of its assumption of the defense
thereof  shall  be at the expense of the Director unless (i) the employment of
counsel  by  the  Director  has  been  authorized  by the Corporation (ii) the
Director  shall  have  reasonably  concluded  that  there may be a conflict of
interest  between  the  Corporation  and  the  Director  in the conduct of the
defense  of  such  action  or  (iii)  the  Corporation  shall not in fact have
employed  counsel to assume the defense of such action, in each of which cases
the  fees and expenses of counsel shall be at the expense of the Corporation. 
The  Corporation  shall not be entitled to continue the defense of any action,
suit  or  proceeding properly brought by or on behalf of the Corporation or as
to  which  the  Director  shall  have made the conclusion provided for in (ii)
above.

          (c)  The Corporation shall not be required to indemnify the Director
under this Agreement for any amounts paid in settlement of any action or claim
effected  without  its  written consent.  The Corporation shall not settle any
action  or claim in any manner which would impose any penalty or limitation on
the  Director without the Director's written consent.  Neither the Corporation
nor  the  Director will unreasonably withhold its or his or her consent to any
proposed  settlement.

          7.    Advance  Payments.

          (a)    The Director shall be entitled to receive advance payments in
the  amount  of all costs, charges, and expenses, including attorney and other
fees  and  expenses,  actually  and  reasonably  incurred  or reasonably to be
incurred  by  the  Director  in  defense  of any action, suit or proceeding as
described  in  Section  4  hereof.

          (b)    The  Director  agrees  that  the  Director will reimburse the
Corporation for all costs, charges and reasonable expenses paid or advanced by
the  Corporation  in  defending  any  civil,  criminal,  administrative  or
investigative action, suit or proceeding against the Director in the event and
only  to  the  extent  that  it  shall  be  determined  by  a court in a final
adjudication  from which there is no further right of appeal that the Director
is  not  entitled to be indemnified by the Corporation for such costs, charges
and  expenses  under  the  provisions  of  this  Agreement.

          8.    Indemnification  Request.

          1.    Advancement.

          (a)    The  Director  shall  in  order  to request advanced payments
according  to  Section  7  hereof,  submit  to  the Board of Directors a sworn
statement  of  request  for  advancement  of expenses in the form of Exhibit 1
attached  hereto  and  made a part hereof (the "Advancement Request"), stating
that  (i) the Director has incurred or will incur actual expenses in defending
an  action,  suit, or proceeding as described in Section 4 hereof and (ii) the
Director  undertakes to repay such amount if it shall be determined by a court
in  a  final  adjudication from which there is no further right of appeal that
the  Director  is not entitled to be indemnified by the Corporation under this
Agreement.

          (b)    Upon  receipt  of the Advancement Request the Chairman of the
Board,  the  President or any Vice President shall authorize immediate payment
of  the  expenses  stated  in the Advancement Request within 10 calendar days,
whereupon  such  payments  shall  immediately  be made by the Corporation.  No
security  shall  be required in connection with any Advancement Request and it
shall  be  accepted  without  reference  to  the  Director's  ability  to make
repayment.

          2.    Indemnification.

          (a)    The Director, in order to request indemnification pursuant to
Section  4 hereof, shall submit to the Board of Directors a sworn statement of
request  for indemnification in the form of Exhibit 2 attached hereto and made
a  part  hereof  (the  "Indemnification Request") stating that the Director is
entitled  to  indemnification  under  this  Agreement.    Such Indemnification
Request  shall  contain  a  summary  of  the action, suit or proceeding and an
itemized  list  of  all  payments  made  or  to  be made with respect to which
indemnification  is  requested.

          (b)   The Board of Directors shall be deemed to have determined that
the  Director  is  entitled  to  such indemnification unless, within 30 days
after  submission of the Indemnification Request, the Board of Directors shall
have  notified  the  Director in writing that it has determined, by a majority
vote  of  directors  who  were  not parties to such action, suit or proceeding
("Disinterested  Directors"),  based  upon clear and convincing evidence, that
the  Director  is  not  entitled to indemnification under this Agreement.  The
evidence  shall  be  disclosed  to  the Director in such notice which shall be
sworn  to  by all directors who participated in the determination and voted to
deny  indemnification.

          (c)    In  the event that (i) there are not sufficient Disinterested
Directors  to  cast  a  majority vote or (ii) there is a Change in Control (as
defined  in The Dial Corporation 1996 Stock Incentive Plan) of the Corporation
(other  than  a  Change  in  Control which has been approved by members of the
Board  of  Directors  who were directors prior to such Change in Control), the
following  procedure  shall  take  place:

     (aa)    The  Director shall choose subject to Corporation approval (which
approval shall not be unreasonably withheld) counsel who has not performed any
services  for  the  Corporation or the Director within the last five years and
who  is  in  good  standing  ("Independent  Legal  Counsel").

     (bb)    Independent  Legal Counsel shall then determine within (i) thirty
(30) days after submission of the Indemnification Request, or (ii) thirty (30)
days after the appointment of the Independent Counsel to act as such, or (iii)
such  reasonable  time as is required under the circumstances, whichever comes
latest,  whether  the  Director  is  entitled  to  indemnification  under this
Agreement.    Indemnification may only be denied according to Section 5 hereof
and  only  based upon clear and convincing evidence.  In the case of a denial,
Independent  Legal  Counsel  shall submit to the Board of Directors and to the
Director  within  10  days after the decision a written opinion disclosing the
grounds  and the evidence upon which such decision was based.  The decision of
Independent  Legal  Counsel  shall  be  final.

          (d)   The termination of any action, suit or proceeding by judgment,
order,  settlement  or  conviction,  or  upon  a  plea  of  no  contest or its
equivalent,  shall  not,  of  itself, create a presumption that the Director's
conduct  was  such  that  indemnity  is  not  available pursuant to Section 5.

          9.   Continuation of Indemnity.  All agreements and obligations of
the Corporation contained herein shall continue during the period the Director
is  a  director  of  the  Corporation (including service at the request of the
Corporation  as a director of another corporation, partnership, joint venture,
trust  or  other  enterprise)  and  shall  continue  thereafter so long as the
Director  shall  be  subject  to  any possible claim or threatened, pending or
completed  action, suit or proceeding, whether civil, criminal, administrative
or  investigative,  by  reason of the fact that the Director was a director of
the  Corporation  or  serving  in  any  other  capacity  referred  to  herein.

          10.    Enforcement.

          (a)    The  Corporation  expressly  confirms  and agrees that it has
entered  into  this  Agreement  and  assumes  the  obligations  imposed on the
Corporation  hereby  in  order  to induce the Director to serve or continue to
serve  as a director of the Corporation, and acknowledges that the Director is
relying  upon  this  Agreement  in  continuing  in  such  capacity.

          (b)    In  the event the Director is required to bring any action to
enforce rights or to collect moneys due under this Agreement and is successful
in  such  action,  the Corporation shall reimburse the Director for all of the
Director's  reasonable fees and expenses in bringing and pursuing such action.

          11.    Severability.    If  any provision of this Agreement or the
application  of  any  provision  hereof  to any person or circumstance is held
invalid,  unenforceable  or otherwise illegal, the remainder of this Agreement
and  the application of such provision to other persons or circumstances shall
not  be  affected,  and  the provision so held to be invalid, unenforceable or
otherwise  illegal  shall  be  reformed to the extent (and only to the extent)
necessary  to  make  it  enforceable,  valid  and  legal.

          12.    Governing  Law;  Binding Effect; Amendment and Termination.

          (a)   This Agreement shall be interpreted and enforced in accordance
with  the  laws  of  the  State  of  Delaware.

          (b)   This Agreement shall be binding upon the Director and upon the
Corporation,  its  successors  and assigns (including any transferee of all or
substantially  all  of  its assets and any successor by merger or otherwise by
operation  of  law),  and  shall  inure  to  the  benefit of the Director, the
Director's  heirs,  personal representatives and assigns and to the benefit of
the  Corporation,  its  successors  and  assigns.

          (c)  No amendment, modification, termination or cancellation of this
Agreement  shall be effective unless in writing signed by both parties hereto.

          13.    Consent  to Jurisdiction.  The Corporation and the Director
each hereby irrevocably consent to the jurisdiction of the courts of the State
of Delaware for all purposes in connection with any action or proceeding which
arises  out  of  or  relates  to  this  Agreement  and  agree  that any action
instituted  under  this Agreement shall be brought only in the state courts of
the  State  of  Delaware.

          14.    Rights  Not Exclusive.  The rights provided hereunder shall
not  be  deemed  exclusive  of  any  other rights to which the Director may be
entitled  under any bylaw, agreement, vote of stockholders or of disinterested
directors  or  otherwise, both as to action in his official capacity and as to
action  in any other capacity by holding such office, and shall continue after
the  Director ceases to serve the Corporation as a member of the Corporation's
Board  of  Directors.

          IN  WITNESS WHEREOF, the parties hereto have executed this Agreement
as  of  the  day  and  year  first  above  written.

THE  DIAL  CORPORATION



By
    Name:
  Title:




Director

<PAGE>
                                  Exhibit 1

                            Advancement Request

State  of                    )
               )
County  of                    )


          I,,  being  first  duly  sworn,  do  depose  and  say  as  follows:

          1.    This  Advancement  Request  is  submitted  pursuant  to  the
Indemnification  Agreement,  dated  as  of  August  15, 1996 ("Indemnification
Agreement"),  between  The  Dial  Corporation  (the "Corporation"), a Delaware
corporation,  and  the  undersigned.

          2.    I  am  requesting  advancement  of  certain costs, charges and
expenses  which  I have incurred or will incur in defending a civil, criminal,
administrative or investigative action, suit, proceeding or claim as described
below.

          3.   I hereby undertake to repay amounts advanced by the Corporation
if  it shall be determined by a court in a final adjudication from which there
is  no further right of appeal that I am not entitled to be indemnified by the
Corporation  under  the  aforesaid  Indemnification  Agreement.

          4.    The costs, charges and expenses for which advance is requested
have  been  or  will  be incurred as follows (summarize proceeding and itemize
expenses):









                                          Director


          Subscribed  and  sworn to before me, a Notary Public in and for said
County  and  State,  this  day  of,  19.

(Seal)



          My  commission  expires  the  day  of,  19.

<PAGE>
                                  Exhibit 2

                          Indemnification Request

State  of                    )
               )
County  of                    )


          I,,  being  first  duly  sworn,  do  depose  and  say  as  follows:

          1.    This  Indemnification  Request  is  submitted  pursuant to the
Indemnification  Agreement,  dated  August  15,  1996  ("Indemnification
Agreement"),  between  The  Dial  Corporation  (the "Corporation"), a Delaware
corporation,  and  the  undersigned.

          2.  I am requesting indemnification against charges, costs, expenses
(including attorneys' fees and expenses), judgments, fines and amounts paid in
settlement,  all  of which (collectively, "Liabilities") have been incurred by
me  in  connection with any action, suit, proceeding or claim to which I was a
party.

          3.    With  respect  to  all  matters  related to such action, suit,
proceeding or claim, I am entitled to be indemnified pursuant to the aforesaid
Indemnification  Agreement.

          4.  Without limiting any other rights which I have or may have, I am
requesting  indemnification  against  Liabilities which have arisen as follows
(describe  proceedings  and  itemize  Liabilities):







                                          Director


          Subscribed  and  sworn to before me, a Notary Public in and for said
County  and  State,  this  day  of,  19.

(Seal)



          My  commission  expires  the  day  of,  19.