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                                                                     EXHIBIT 4.8

                                     MAYTAG

                           DEFERRED COMPENSATION PLAN

                     (As Adopted Effective January 1, 2003)

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                                TABLE OF CONTENTS

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ARTICLE I    INTRODUCTION ........................................................  1

     1.1     Purpose of the Plan .................................................  1
     1.2     Non-Qualified "Top-Hat" Plan ........................................  1
     1.3     Plan Document .......................................................  1
     1.4     Effective Date of Document ..........................................  1

ARTICLE II   DEFINITIONS AND CONSTRUCTION ........................................  1

     2.1     Definitions .........................................................  1
     2.2     Choice of Law .......................................................  5

ARTICLE III  PARTICIPATION AND CONTRIBUTION CREDITS ..............................  5

     3.1     Participation .......................................................  5
     3.2     Elective Deferral Credits ...........................................  6
     3.3     Company Match Credits ...............................................  7

ARTICLE IV   ACCOUNTS AND INVESTMENT ADJUSTMENTS .................................  8

     4.1     Accounts ............................................................  8
     4.2     Valuation of Accounts ...............................................  9
     4.3     Earnings Credits ....................................................  9
     4.4     Statements .......................................................... 10

ARTICLE V    VESTING ............................................................. 11

     5.1     Fully Vested Accounts ............................................... 11
     5.2     Accounts Subject to Vesting Schedule ................................ 11

ARTICLE VI   WITHDRAWALS WHILE EMPLOYED .......................................... 12

     6.1     Scheduled Withdrawals ............................................... 12
     6.2     Financial Hardship Withdrawal ....................................... 13

ARTICLE VII  DISTRIBUTIONS AFTER TERMINATION ..................................... 14

     7.1     Benefit on Termination of Service ................................... 14
     7.2     Time and Form of Distribution ....................................... 14
     7.3     Cash-Out of Small Accounts .......................................... 15
     7.4     Valuation of Accounts Following Termination of Service .............. 15

ARTICLE VIII DISTRIBUTIONS AFTER DEATH ........................................... 15

     8.1     Survivor Benefits ................................................... 15
     8.2     Beneficiary Designation ............................................. 16
     8.3     Successor Beneficiary ............................................... 17

ARTICLE IX   CONTRACTUAL OBLIGATIONS AND FUNDING ................................. 17

     9.1     Contractual Obligations ............................................. 17
     9.2     Funding ............................................................. 18

ARTICLE X    AMENDMENT AND TERMINATION OF PLAN ................................... 18

     10.1    Right to Amend or Terminate ......................................... 18
     10.2    Effect of Termination ............................................... 18

ARTICLE XI   ADMINISTRATION ...................................................... 19
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   11.1    Administration ...................................................... 19
   11.2    Correction of Errors And Duty to Review Information ................. 20
   11.3    Claims Procedure .................................................... 20
   11.4    Indemnification ..................................................... 22
   11.5    Exercise of Authority ............................................... 22
   11.6    Telephonic or Electronic Notices and Transactions ................... 22

ARTICLE XII  MISCELLANEOUS ..................................................... 22

   12.1    Nonassignability .................................................... 22
   12.2    Withholding ......................................................... 23
   12.3    Successors of the Company ........................................... 23
   12.4    Employment Not Guaranteed ........................................... 23
   12.5    Gender, Singular and Plural ......................................... 23
   12.6    Captions ............................................................ 23
   12.7    Validity ............................................................ 23
   12.8    Waiver of Breach .................................................... 23
   12.9    Notice .............................................................. 23
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                                      -ii-

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                               MAYTAG CORPORATION
                           DEFERRED COMPENSATION PLAN

                                    ARTICLE I

                                  INTRODUCTION

1.1  Purpose of the Plan. The MAYTAG CORPORATION DEFERRED COMPENSATION PLAN is
     sponsored by the Company to attract high quality executives and directors
     and to provide eligible executives and directors with an opportunity to
     save on a pre-tax basis and accumulate tax-deferred earnings to achieve
     their financial goals.

1.2  Non-Qualified "Top-Hat" Plan. The Plan is a "top-hat" plan - that is, an
     unfunded plan maintained primarily for the purpose of providing deferred
     compensation for a select group of management or highly compensated
     employees within the meaning of ERISA (S)(S). 201(2), 301(a)(3) and
     401(a)(1), and therefore is exempt from Parts 2, 3 and 4 of Title I of
     ERISA.

1.3  Plan Document. The Plan document consists of this document, any appendix to
     this document and any document that is expressly incorporated by reference
     into this document.

1.4  Effective Date of Document. The Plan (as stated in this document) is
     effective January 1, 2003.

                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

2.1   Definitions.

2.1.1 "Account" means an account established for a Participant pursuant to
       Article IV.

2.1.2 "Affiliate" means any corporation that is a member of the same controlled
      group as the Company as defined in Code ss. 414(b) or any business entity
      that is under common control with the Company as defined in Code (S)
      414(c).

2.1.3 "Beneficiary" means a person or persons designated as such pursuant to
      Sec. 8.2.

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

2.1.5 "Change of Control" means:

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(a)  Acquisition of 20% Control. The acquisition by any individual, entity or
     group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
     beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the Exchange Act) of twenty-percent (20%) or more of either (1) the
     then-outstanding shares of common stock of the Company (the "Outstanding
     Company Common Stock") or (2) the combined voting power of the
     then-outstanding voting securities of the Company entitled to vote
     generally in the election of directors (the "Outstanding Company Voting
     Securities"); provided, however, that, for purposes of this paragraph (a),
     the following acquisitions shall not constitute a Change of Control:

     (1)  Any acquisition directly from the Company,

     (2)  Any acquisition by the Company,

     (3)  Any acquisition by any employee benefit plan (or related trust)
          sponsored or maintained by the Company or an Affiliate, or

     (4)  Any acquisition by any corporation pursuant to a transaction that
          complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C).

(b)  Change in Board. 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 shareholders, 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.

(c)  Certain Business Combinations. Consummation of a reorganization, merger,
     statutory share exchange or consolidation or similar corporate transaction
     involving the Company or any of its subsidiaries, a sale or other
     disposition of all or substantially all of the assets of the Company, or
     the acquisition of assets or stock of another entity by the Company or any
     of its subsidiaries (each, a "Business Combination"), in each case unless,
     following such Business Combination:

     (1)  All or substantially all of the individuals and entities that were the
          beneficial owners of the Outstanding Company Common Stock and the
          Outstanding Company Voting Securities immediately prior to such
          Business Combination beneficially own, directly or indirectly, more
          than sixty percent (60%) of the then-outstanding shares of common
          stock and the combined voting power of the then-outstanding voting
          securities entitled to vote generally in the election of directors, as
          the case may be, of the corporation resulting from such Business
          Combination (including, without limitation, a corporation that, 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 the Outstanding Company Voting Securities, as
          the case may be,

                                      -2-

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           (2) 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

           (3) 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.

       (d) Liquidation or Dissolution. Approval by the shareholders of the
           Company of a complete liquidation or dissolution of the Company.

2.1.6  "Code" means the Internal Revenue Code of 1986, as amended.

2.1.7  "Company" means Maytag Corporation.

2.1.8  "Company Performance Match Credit" means a credit to the Account of a
       Participant pursuant to Sec. 3.3.1

2.1.9  "Company Make-Whole Match Credit" means a credit to the Account of a
       Participant pursuant to Sec. 3.3.2

2.1.10 "Deferral Eligible Amounts" means:

       (a) Employees. In the case of an Employee, his/her base salary, incentive
           bonuses, and payments under the Performance Incentive Award Plan
           (PIAP) from the Company and its Affiliates, plus any other bonus or
           other incentive payment the Compensation Committee of the Board
           determines in its sole discretion to be eligible for a deferral
           election under Sec. 3.2.

       (b) Non-Employee Directors. In the case of a Non-Employee Director,
           his/her meeting, chair (if any) and retainer fees.

2.1.11 "Disability" means eligibility to receive benefits under the long-term
       disability plan maintained by the Company as in effect at the time of
       such Disability.

2.1.12 "Earnings Credit" means the gains and losses credited on the balance
       of an Account based on the choice made by the Participant (or Beneficiary
       after the death of the Participant) among the investment options made
       available under the Plan.

2.1.13 "Eligible Group" means any person within the group consisting of:

       (a) Employees. Those Employees who are:

                                       -3-

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              (1)   On payroll in the United States; and

              (2)   In exempt Salary Band 18 (or above).

              The ERISA Executive Committee in its sole and absolute
              discretion may determine that an Employee described above will
              not be in the Eligible Group, or may determine that an
              Employee not described above will be in the Eligible Group.
              However, as to Employees, the Plan is intended to cover only
              those Employees who are in a select group of management or
              highly compensated employees within the meaning of ERISA
              (S)(S) 201(2), 301(a)(3) and 401(a)(1); and, accordingly, if
              any interpretation is issued by the Department of Labor that
              would exclude any Employee from satisfying that requirement,
              such Employee immediately will cease to be in the Eligible
              Group.

         (b)  Non-Employee Directors.  Any Non-Employee Director.

2.1.14   "Employee" means any common-law employee of the Company or an Affiliate
         (while it is an Affiliate).

2.1.15   "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.

2.1.16   "Non-Employee Director" means an individual who is a member of the
         Board but who is not an Employee

2.1.17   "Participant" means an Employee or Non-Employee Director who is
         enrolled in the Plan, or a current or former Employee or Non-Employee
         Director who is not enrolled but who has a balance remaining in an
         Account under the Plan. "Active Participant" means an Employee or
         Non-Employee Director who is enrolled in the Plan.

2.1.18   "Participating Affiliate" means any Affiliate (while it is an
         Affiliate) which employs one or more Employees who are in the Eligible
         Group.

2.1.19   "Plan Year" means the calendar year.

2.1.20   "Retirement" means:

         (a)  Employees.  In the case of an Employee, any Termination of Service
              on or after the date on which the Employee:

              (1)   Has both attained age sixty-five (65) and reached the  fifth
                    (5th) anniversary of the first day of the Plan Year in which
                    he/she was first employed with the  Company or an Affiliate
                    (or, in the case of an Employee who previously was employed
                    with Amana, reached January 1, 2007) (referred to as
                    "Normal Retirement"); or

                                      -4-

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              (2)  Has both attained age fifty-five (55) and completed at l (10)
                   Years of Credited Service under the Maytag Retirement Plan
                   (referred to as "Early Retirement").

         (b)  Non-Employee Director. In the case of a Non-Employee Director,
              departure from the Board under circumstances that constitute
              "retirement" under the policies of the Company in place at the
              time of departure from the Board.

2.1.21   "Termination of Service" means:

         (a)  Employee. In the case of an Employee, resignation, discharge,
              retirement, death or the happening of any other event or
              circumstance that results in the severance of the common-law
              Affiliates, unless the Employee then becomes a Non-Employee
              Director. For an Employee working for an Affiliate, a
              Termination of Service will occur upon sale of the stock of
              such Affiliate such that it no longer satisfies the definition
              of an Affiliate under the Plan.

         (b)  Non-Employee Director.  In the case of a Non-Employee
              Director, departure from the Board, unless the Non-Employee
              Director then becomes an Employee.

2.1.22   "Trustee" means the trustee of the trust established pursuant to
         Sec. 9.2.

2.1.23   "Valuation Date" means the last day of each calendar month on which
         trading occurs on the New York Stock Exchange.

2.2      Choice of Law. The Plan will be governed by the laws of the State of
         Iowa to the extent that such laws are not preempted by the laws of the
         United States. All controversies, disputes, and claims arising
         hereunder must be submitted to the United States District Court for the
         Southern District of Iowa.

                                   ARTICLE III

                     PARTICIPATION AND CONTRIBUTION CREDITS

3.1      Participation.

3.1.1    Eligible Group.  All Employees and Non-Employee Directors who are in
         the Eligible Group will be eligible to participate in
         the Plan.

3.1.2    Enrollment. An Employee or Non-Employee Director who is in the Eligible
         Group will be allowed to enroll in the Plan as of the first day of the
         month that coincides with or next follows the date thirty (30) days
         after he/she is notified of eligibility for the Plan, or if later, as
         of January 1, 2003. Thereafter, an Eligible Executive may elect to
         enroll for a

                                      -5-

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         Plan Year during the enrollment period established by the Company for
         such Plan Year, which enrollment period will be a period of at least
         thirty (30) days that precedes the start of the Plan Year.

         Enrollment must be made in such manner and in accordance with such
         rules as may be prescribed for this purpose by the Company (including
         by means of a voice response or other electronic system under
         circumstances authorized by the Company).

3.1.3    End of Eligibility. An Employee or Non-Employee Director who is in the
         Eligible Group may continue to participate as an Active Participant in
         the Plan for so long as the Plan remains in effect and he/she remains
         in the Eligible Group.

3.2      Elective Deferral Credits.

3.2.1    Elective Deferral Credits. Elective Deferral Credits will be made for
         each pay date on behalf of each Active Participant who has enrolled in
         the Plan and who thereby elects to have his/her Deferral Eligible
         Amounts reduced in order to receive Elective Deferral Credits. The
         Elective Deferral Credits for a given pay date will be given on or as
         soon as administratively practicable after the pay date in an amount
         equal the amount of the reduction in Deferral Eligible Amounts.

         An Employee who is in the Eligible Group may elect to reduce his/her
         Deferral Eligible Amounts by the following:

         (a)  Base Salary. With respect to base salary, for any payroll period,
              he/she may elect to reduce base salary for a payroll period by any
              dollar amount or whole percentage (or combination dollar amount
              and whole percentage), but not more than seventy-five percent
              (75%). A different percentage may be elected for payroll period
              ending within each calendar quarter of the Plan Year, subject to
              Sec. 3.2.2 regarding when the election is made and the
              irrevocability of the election during the Plan Year.

         (b)  Bonuses. With respect to annual incentive bonus, he/she may elect
              to reduce the annual incentive bonus by any dollar amount or whole
              percentage (or combination dollar amount and whole percentage),
              but not more than one-hundred percent (100%).

         (c)  Performance Incentive Award Plan Payments. With respect to
              payments under the Performance Incentive Award Plan (PIAP), he/she
              may elect to reduce the payment by any dollar amount or whole
              percentage (or combination dollar amount and whole percentage),
              but not more than one-hundred percent (100%).

         (d)  Other Amounts. With respect to other amounts that the Compensation
              Committee of the Board may determine are Deferral Eligible
              Amounts, the Compensation Committee will establish such minimum
              and maximum reduction amount as it may determine appropriate in
              its sole and absolute discretion.

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         If an Employee who is in the Eligible Group elects to participate at
         any level for a Plan Year, his/her election must be such that the
         amount by which his/her Deferral Eligible Amounts for the Plan Year are
         expected to be reduced is two-thousand five-hundred dollars ($2,500).

         A Non-Employee Director who is in the Eligible Group may elect to
         reduce his/her Deferral Eligible Amounts by any dollar amount or whole
         percent (but not a combination thereof), but not more than one-hundred
         percent (100%).

         An election (or the modification or revocation of an election) must be
         made in such manner and in accordance with such rules as may be
         prescribed for this purpose by the Company (including by means of a
         voice response or other electronic system under circumstances
         authorized by the Company). An election must be made as part of
         enrollment described in Sec. 3.1.2. and may specify an investment
         election for purposes of Sec. 4.3.2, a scheduled distribution date for
         purposes of Sec. 6.1.1, and a payment form election for purposes of
         Sec. 6.1.2 or 7.2.2.

3.2.2    Elections are Irrevocable. An election will apply solely with respect
         to the given Plan Year - that is, an election will not automatically be
         carried over and applied to the next Plan Year. An election will be
         irrevocable throughout the Plan Year; except that:

         (a) Automatic Discontinuance. Elective Deferrals will automatically
             stop during the Plan Year:

             (i)   If the Participant receives a hardship withdrawal prior to
                   age 59 1/2 from his/her elective deferral account under the
                   Maytag Corporation Salary Savings Plan (or comparable account
                   under any other 401(k) arrangement maintained by the Company
                   or an Affiliate);

             (ii)  Upon Termination of Service or upon otherwise ceasing to be
                   within the Eligible Group; or

             (iii) Upon termination of the Plan.

         (b) Administrative Discretion. The Company may, in its sole discretion,
             allow a Participant to reduce or stop his/her Elective Deferrals
             during the Plan as necessary to alleviate a Financial Hardship.

3.2.3    Limits. The Company may, in its sole discretion, limit the minimum or
         maximum amount of Elective Deferrals that are allowed under the Plan by
         any Active Participant or any group of Active Participants.

3.3      Company Match Credits.

3.3.1    Company Performance Match Credits. Company Performance Match Credits
         will be made for each Plan Year on behalf of each Employee who elects
         to reduce his/her payments under the Performance Incentive Award Plan
         (PIAP) pursuant to this Plan, and further elects to have the resulting
         Company Performance Match Credits hypothetically invested in shares of

                                      -7-

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         common stock of the Company pursuant to Sec. 4.3. The Company
         Performance Match Credits for a Plan Year will be given not later than
         the first business day of the next Plan Year in an amount equal to
         ten-percent (10%) of the Elective Deferral Credits resulting from the
         election described above.

3.3.2    Company Make-Whole Match Credits. Company Make-Whole Match Credits will
         be made for each Plan Year on behalf of each Employee who receives
         Elective Deferrals Credits for such Plan Year, and whose employer
         matching contributions or allocations under the Maytag Employee Stock
         Ownership Plan ("ESOP") are reduced because of the reduction in taxable
         compensation resulting from an election under this Plan. The Company
         Make-Whole Match Credits for a Plan Year will be given not later than
         the first business day of the next Plan Year in an amount equal to the
         difference between the amount of the employer matching contributions or
         allocations that would have been made under the ESOP if his/her taxable
         compensation had not been reduced as a result of the election under
         this Plan (disregarding the impact such additional matching
         contributions or allocations would have had on the nondiscrimination
         test under Codess.401(m)), and the actual amount of employer matching
         contributions or allocations made under the ESOP for the Plan Year.


                                   ARTICLE IV

                       ACCOUNTS AND INVESTMENT ADJUSTMENTS

4.1      Accounts.

4.1.1    Types of Accounts. The following Accounts will be maintained under the
         Plan on behalf of each Participant:

         (a)  "Elective Deferral Account" to reflect any Elective Deferral
              Credits with respect to the Participant.

         (b)  "Company Make-Whole Match Account" to reflect any Company
              Make-Whole Match Credits with respect to the Participant.

         (b)  "Company Performance Match Account" to reflect any Company
              Make-Whole Match Account with respect to the Participant.

         A separate Elective Deferral Account, Company Make-Whole Match and
         Company Performance Match Account will be maintained for each Plan Year
         for which credits of that type are added on behalf of the Participant,
         and a separate Elective Deferral Account also will be maintained to
         reflect any Elective Deferral Credits that result in a Company
         Performance Match Credit under Sec. 3.3.1.

         Additional Accounts may also be maintained if considered appropriate by
         the Company in the administration of the Plan.

                                      -8-

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4.1.2    Balance of Accounts. Accounts will have a cash balance expressed in
         United States Dollars.

4.1.3    Accounts for Bookkeeping Only. Accounts are for bookkeeping purposes
         only and the maintenance of Accounts will not require any segregation
         of assets of the Company or any Participating Affiliate. Neither the
         Company nor any Participating Affiliate will have any obligation
         whatsoever to set aside funds for the Plan or for the benefit of any
         Participant or Beneficiary, and no Participant or Beneficiary will have
         any rights to any amounts that may be set aside other than the rights
         of an unsecured general creditor of the Company or Participating
         Affiliate that employs (or employed) the Participant.

4.2      Valuation of Accounts.

4.2.1    Daily Adjustments. Accounts will be adjusted from time to time as
         follows:

         (a)  Elective Deferral and Company Match Credits. Elective Deferral
              Credits, Company Make-Whole Match Credits and Company Performance
              Match Credits will be added to the balance of the appropriate
              Account as of the dates specified in Secs. 3.2 and 3.3.

         (b)  Earnings Credits. Earnings Credits will be added to (or
              subtracted) from the balance of the Account as of each Valuation
              Date as provided in Sec. 4.3.

         (c)  Distributions. The distributions made from an Account will be
              subtracted from the balance of the Account as of the date the
              distribution is made from the Plan.

4.2.2    Processing Transactions Involving Accounts. Accounts will be adjusted
         to reflect Elective Deferral Credits, Company Make-Whole Match Credits,
         Company Performance Match Credits, Earnings Credits, distributions and
         other transactions as provided in Sec. 4.2.1. However, all information
         necessary to properly reflect a given transaction in an Account may not
         be immediately available, in which case the transaction will be
         reflected in the Account when such information is received and
         processed. Further, the Company reserves the right to delay the
         processing of any Elective Deferral Credit, Company Make-Whole Match
         Credit, Company Performance Match Credit, Earnings Credit, distribution
         or other transaction for any legitimate business reason (including, but
         not limited to, failure of systems or computer programs, failure of the
         means of the transmission of data, force majeure, the failure of a
         service provider to timely receive net asset values or prices, or to
         correct for its errors or omissions or the errors or omissions of any
         service provider).

4.3      Earnings Credits.

4.3.1    Adjustment to Reflect Earnings Credits. Accounts will be adjusted
         (increased or decreased) as of each Valuation Date to reflect Earnings
         Credits as determined under Sec. 4.3.2.

                                      -9-

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4.3.2    Earnings Credits. The Company will establish a procedure by which a
         Participant (or Beneficiary following the death of a Participant) may
         elect to have his/her Earnings Credits determined based the performance
         of one or more investment options deemed to be available under the
         Plan. The Investment Committee of the Company, in its sole discretion,
         will determine the investment options that will be available as
         benchmarks for determining the Earnings Credit, which may include
         mutual funds, common or commingled investment funds or any other
         investment option deemed appropriate by the Company, and will include a
         fund that invests in common stock of Maytag Corporation. The
         Investment Committee of the Company may at any time and from time to
         time add to or remove from the investment options deemed to be
         available under the Plan.

         A Participant (or Beneficiary following the death of the Participant)
         will be allowed on a hypothetical basis to direct the investment of
         his/her Account among the investment options available under the Plan.
         Hypothetical investment directions may be given with such frequency as
         is deemed appropriate by the Company, and must be made in such
         percentage or dollar increments, in such manner and in accordance with
         such rules as may be prescribed for this purpose by the Company
         (including by means of a voice response or other electronic system
         under circumstances so authorized by the Company). If an investment
         option has a loss, the Earnings Credit attributable to such investment
         option will serve to reduce the Account; similarly, if an investment
         option has a gain, the Earnings Credit attributable to such investment
         option will serve to increase the Account. If the Participant fails to
         elect an investment option, the Earnings Credit will be based on a
         money market investment option or such other investment option as may
         be selected for this purpose by the Investment Committee of the
         Company.

         Notwithstanding any contrary provision, a Company Performance Match
         Account and the Elective Deferral Account that reflects the Elective
         Deferral Credits that resulted in the Company Performance Match Credit
         reflected in the Company Performance Match Account will be invested in
         the fund that invests in common stock of Maytag Corporation until such
         time as the Company Performance Match Account is fully vested under
         Sec. 5.2.

4.3.3    Hypothetical Investments. All investment directions of a Participant or
         Beneficiary will be on a "hypothetical" basis for the sole purpose of
         establishing the Earnings Credit for his/her Account - that is, the
         Account will be adjusted for Earnings Credits as if the Account were
         invested pursuant to the investment directions of the Participant or
         Beneficiary, but actual investments need not be made pursuant to such
         directions. However, the Company, in its sole discretion and without
         any obligation, may direct that investments be made per the investment
         directions of Participants and Beneficiaries in order to hedge the
         liability of the Company and Participating Affiliates.

4.4      Statements.

4.4.1    Statements. The Company may cause benefit statements to be issued from
         time to time advising Participants and Beneficiaries of the balance
         and/or investment of their Accounts, but it is not required to issue
         benefits statements.

                                      -10-

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4.4.2    Errors on Statements and Responsibility to Review. The Company may
         correct errors that appear on benefit statements at any time, and the
         issuance of a benefit statement (and any errors that may appear on a
         statement) will not in any way alter or affect the rights of a
         Participant or Beneficiary with respect to the Plan.

         Each Participant or Beneficiary has a duty to promptly review each
         benefit statement and to notify the Company of any error that appears
         on such statement within thirty (30) days of the date such statement is
         provided or made available to the Participant or Beneficiary (for
         example, the date the statement is sent by mail, or the date the
         statement is provided or made available electronically). If a
         Participant or Beneficiary fails to review a benefit statement or fails
         to notify the Company of any error that appears on such statement
         within such period of time, he/she will not be able to bring any claim
         seeking relief or damages based on the error.

                                    ARTICLE V

                                     VESTING

5.1      Fully Vested Accounts. A Participant at all times will have a fully
         vested interest in his/her Elective Deferral Account and Company
         Make-Whole Match Account.

5.2      Accounts Subject to Vesting Schedule.

5.2.1    Vesting Based on Occurrence of Certain Events. A Participant will
         obtain a fully vested interest in his/her Company Performance Match
         Account upon the occurrence of any of the following events:

         (a)   Death or Disability. The Participant's death or Disability while
               employed with the Company or an Affiliate (while it is an
               Affiliate);

         (b)   Retirement. The Participant's Termination of Service under
               circumstances that qualify as a Retirement; or

         (c)   Change in Control. Change in Control while the Participant is
               employed with the Company or an Affiliate (while it is an
               Affiliate).

5.2.2    Vesting Based on Service. A Participant also will obtain a fully vested
         interest in his/her Company Performance Match Account as of the date
         that is three (3) years from the Company Performance Match Credit
         provided he/she has been an Employee throughout that three (3) year
         period.

                                      -11-

<PAGE>

5.2.3    Forfeitures. If a Participant has a Termination of Service before
         he/she is fully vested in his/her Company Performance Match Account,
         he/she will permanently forfeit the balance of such Account.

                                   ARTICLE VI

                           WITHDRAWALS WHILE EMPLOYED

6.1      Scheduled Withdrawals

6.1.1    Time of Distribution. A Participant may specify the year in which the
         balance of an Account will be distributed while the Participant remains
         an Employee or member of the Board, provided that the year specified
         must be more than two (2) years after the Plan Year for which the
         Account is established under the Plan, or, in the case of a Company
         Performance Match Account, the year after the Account will become fully
         vested under Sec. 5.2.2 (vesting occurs three (3) years from the date
         the credit is added to the Account).

         A scheduled distribution will be made (or installment distributions
         will commence if installments are available and elected) in January of
         the scheduled distribution year, or as soon as administratively
         practicable thereafter.

         A Participant may defer the scheduled distribution year of an Account
         one time (plus a second time with the express approval of the ERISA
         Executive Committee, which it may grant or deny in its sole and
         absolute discretion), but otherwise, the election of a scheduled
         distribution year will be irrevocable. Any deferred distribution year
         must be at least two (2) years after the scheduled distribution year.

6.1.2    Form of Distribution. If the balance of a Participant's Account does
         not exceed twenty-five thousand dollars ($25,000) at the time of a
         scheduled distribution, the full balance of the Account will be paid in
         a single-sum. Otherwise, a distribution will be made in either of the
         following forms as elected by the Participant:

               (a) A single-sum distribution of the full balance of the
               Participant's Account; or

               (b) A series of annual installments over a period of two (2) to
               five (5) years as elected by the Participant. The first annual
               installment will equal, one-half (1/2), one-third (1/3/rd/),
               one-fourth (1/4/th/) or one-fifth (1/5/th/), as appropriate, of
               the balance of the Account as of the last day of the Plan Year
               prior to the Plan Year in which the installment is to be paid,
               with the denominator of the fraction reduced by one each year.
               However, the installment for the final year will equal the full
               remaining balance of the Account.

                                      -12-

<PAGE>

         A Participant can make a separate distribution election with respect to
         each Account maintained on his/her behalf under the Plan.

6.1.3    Distribution Election Procedures. A scheduled distribution date
         election (and an election to defer the scheduled distribution date)
         must be made in such manner and in accordance with such rules as may be
         prescribed for this purpose by the Company (including by means of a
         voice response or other electronic system under circumstances
         authorized by the Company).

         A distribution election will be effective only if it is received in
         properly completed form by the Company as part of the enrollment for
         the Plan Year for which the Account being distributed is established,
         and an election to defer will be effective only if it is received in
         properly completed form at least twelve (12) months prior to the
         January of the originally scheduled distribution year.

6.1.4    Effect of Termination of Service. A scheduled distribution will not be
         made if preceded by the Participant's Termination of Service, in which
         case, distributions will be determined under Article VII.

6.2      Financial Hardship Withdrawal. A Participant may make a withdrawal from
         his/her Accounts in the event of a Financial Hardship. Such
         distribution will be paid as soon as administratively practicable after
         the distribution request is received and the ERISA Executive Committee,
         in its sole discretion, has determined that the Participant has a
         Financial Hardship.

         The Elective Deferrals of the Participant will automatically stop in
         the event of a distribution for Financial Hardship, and the Participant
         will not be allowed to again enroll until the first day of the second
         Plan Year following the date of the distribution.

         A "financial hardship" for this purpose means a sudden and unexpected
         illness or accident of the Participant or his/her dependent (as defined
         in Code ss. 152(a)), property casualty loss to the Participant, or
         other similar extraordinary and unforeseeable circumstances of the
         Participant arising as a result of events beyond the control of the
         Participant, which is not covered by insurance and may not be relieved
         by the liquidation of other assets provided that such liquidation would
         not cause a Financial Hardship, and which is determined to qualify as a
         Financial Hardship by the ERISA Executive Committee. Cash needs arising
         from foreseeable events such as the purchase of a residence or
         education expenses for children will not, alone, be considered a
         Financial Hardship.

                                      -13-

<PAGE>

                                   ARTICLE VII

                         DISTRIBUTIONS AFTER TERMINATION

7.1    Benefit On Termination of Service. A Participant will be eligible to
       receive a distribution of the full balance of his/her Accounts
       following his/her Termination of Service in accordance with the terms
       of this Article.

7.2    Time and Form of Distribution.

7.2.1  Time of Distribution. A distribution will be made (or installment
       distributions will commence if installments are available and elected)
       at the following time:

       (a)  Retirement or Disability. In the case of Retirement or Disability,
            a distribution will be made (or commence) at the following time as
            elected by the Participant:

                    (1) In the calendar month following the Participant's
                Termination of Service, or as soon as administratively
                practicable thereafter; or

                    (2) In January of the year following the Participant's
                Termination of Service, or as soon as administratively
                practicable thereafter.

       (b)  Other Terminations. In the case of a Termination of Service other
            than Retirement or Disability, a distribution will be made (or
            commence) in the calendar month following Termination of Service,
            or as soon as administratively practicable thereafter.

7.2.2       Form of Distribution. A distribution will be made in the following
            form:

            (a) Retirement or Disability. In the case of Retirement or
            Disability, a distribution will be made in either of the following
            forms as elected by the Participant:

                    (1) A single-sum distribution of the full balance of the
                Participant's Account; or

                    (2) A series of annual installments over a period of five
                (5) or ten (10) years as elected by the Participant. The first
                annual installment will equal one-fifth (1/5/th/) or one-tenth
                (1/10/th/), as appropriate, of the balance of the Account as of
                the last day of the Plan Year prior to the Plan Year in which
                the installment is to be paid, with the denominator of the
                fraction educed by one each year. However, the installment for
                the final year will equal the full remaining balance of the
                Account.

                                      -14-

<PAGE>

               A Participant can make a separate distribution election with
               respect to each Account maintained on his/her behalf under the
               Plan.

               (b) Other Terminations. In the case of a Termination of Service
               other than Retirement or Disability, a distribution will be in
               the form of a single-sum distribution of the full balance of the
               Participant's Account. However, the ERISA Executive Committee
               may, in its sole and absolute discretion, elect to make a
               distribution in the form of annual installments over a period of
               up to three (3) years.

7.2.3    Distribution Election Procedures. A distribution election must be made
         in such manner and in accordance with such rules as may be prescribed
         for this purpose by the Company (including by means of a voice response
         or other electronic system under circumstances authorized by the
         Company).

         A distribution election will be effective only if it is received in
         properly completed form by the Company as part of the enrollment for
         the Plan Year for which the Account being distributed is established,
         or thereafter at least twelve (12) months prior to Termination of
         Service.

7.2.4    Default Elections. If a Participant fails to file a timely election as
         to the time or form of distribution in the event of a Retirement or
         Disability, the distribution will be made in a series of monthly
         installments over a period of ten (10) years (if no election is made as
         to form) starting in the calendar month following Termination of
         Service, or as soon as administratively practicable thereafter (if no
         election is made as to time).

7.3      Cash-out of Small Accounts. Notwithstanding any contrary provision, if
         the balance of a Participant's Accounts does not exceed twenty-five
         thousand dollars ($25,000) at Termination of Service, the full balance
         will be paid in a single-sum distribution in full settlement of all
         obligations under the Plan. The payment will be made as of the date
         specified in Sec. 7.2.1 or 7.2.4, as applicable.

7.4      Valuation of Accounts Following Termination of Service. An Account will
         continue to be credited with Earnings Credits in accordance with
         Article IV until it is paid in full to the Participant or Beneficiary.

                                  ARTICLE VIII

                            DISTRIBUTIONS AFTER DEATH

8.1      Survivor Benefits.

8.1.1    Survivor Benefits - General. If a Participant dies prior to the full
         distribution of his/her Accounts, his/her Beneficiary will be entitled
         to a survivor benefit under the Plan. The survivor benefit will consist
         of a single lump-sum payment in an amount equal to the total

                                      -15-

<PAGE>

         balance (or total remaining balance) in the Accounts. The survivor
         benefit will be paid on or as soon as administratively practicable
         after the Company determines that a death benefit is payable under the
         Plan - that is, the date the Company is provided with the documentation
         reasonably necessary to establish the fact of death of the Participant
         and the identity and entitlement of the Beneficiary.

8.1.2    Special Rule if Death Occurs During Installment Pay-out.
         Notwithstanding any contrary provision, if the Participant dies while
         he/she is receiving installments under Sec. 7.2.2(a), such installments
         will continue to his/her Beneficiary over the same period such
         installments would have been paid to the Participant. However, the
         ERISA Executive Committee may, in its sole discretion, elect to pay the
         survivor benefit in a single lump sum payment in an amount equal to the
         remaining balance in the Accounts in full satisfaction of the benefit
         otherwise payable under the Plan.

8.2      Beneficiary Designation.

8.2.1    General Rule. A Participant may designate any person (natural or
         otherwise, including a trust) as his/her Beneficiary to receive any
         balance remaining in his/her Accounts when he/she dies, and may change
         or revoke a designation previously made without the consent of any
         Beneficiary.

8.2.2    Special Requirements for Married Participants. If a Participant has a
         Spouse at the time of death, such Spouse will be his/her Beneficiary
         unless the Spouse has consented in writing to the designation of a
         different Beneficiary. Consent of a Spouse will be deemed to have been
         obtained if it is established to the satisfaction of the Company that
         such consent cannot be obtained because the Spouse cannot be located. A
         consent by a Spouse will be effective only with respect to such Spouse,
         and cannot be revoked. A Beneficiary designation that has received
         spousal consent cannot be changed without spousal consent.

         A Beneficiary designation will be automatically revoked upon marriage
         (other than common law marriage) of a Participant unless the new Spouse
         was designated as Beneficiary. Further, if a Spouse is designated as
         Beneficiary, such designation will be automatically revoked upon the
         divorce of the Participant and former Spouse.

8.2.3    Form and Method of Designation. A Beneficiary designation must be made
         on such form and in accordance with such rules as may be prescribed for
         this purpose by the Company. A Beneficiary designation will be
         effective (and will revoke all prior designations) if it is received by
         the Company (or if sent by mail, the post-mark of the mailing is) prior
         to the date of death of the Participant. The Company may rely on the
         latest Beneficiary designation on file (or if an effective designation
         is not on file may direct that payment be made pursuant to the default
         provision of the Plan) and will not be liable to any person making
         claim for such payment under a subsequently filed designation or for
         any other reason.

                                      -16-

<PAGE>

8.2.4    Default Designation. If a Beneficiary designation is not on file, or if
         a Beneficiary designation is revoked by divorce or otherwise and a new
         designation is not on file at death, or if no designated Beneficiary
         survives the Participant, the Beneficiary will be the following:

         (a)  Surviving Spouse. The Participant's Spouse (if surviving);

         (b)  Estate. Otherwise, the Participant's estate.

8.3      Successor Beneficiary. If the primary Beneficiary dies prior to
         complete distribution of the benefits under Sec. 8.1.2, the remaining
         Account balance will be paid to the contingent Beneficiary elected by
         the Participant in the form of a lump sum payable as soon as
         administratively practicable after the primary Beneficiary's death is
         established. If there is no surviving contingent Beneficiary, the lump
         sum will be paid to the estate of the primary Beneficiary.

                                   ARTICLE IX

                       CONTRACTUAL OBLIGATIONS AND FUNDING

9.1      Contractual Obligations.

9.1.1    Obligations of Employer. The Plan creates a contractual obligation on
         the part of the Company and each Participating Affiliate to provide
         benefits as set forth in the Plan with respect to:

         (a)  Current Employees. Participants who are employed with the Company
              or that Participating Affiliate;

         (b)  Former Employees. Participants who were employed with the Company
              or that Participating Affiliate prior to Termination of Service;
              and

         (c)  Beneficiaries. Beneficiaries of the Participants described in (a)
              and (b).

         A Participating Affiliate is not responsible for (and has no
         contractual obligation with respect to) benefits payable to a
         Participant who is or was employed with the Company or another
         Participating Affiliate. If a Participant is employed with two or more
         employers (the Company and a Participating Affiliate, or two or more
         Participating Affiliates, etc.), either concurrently or at different
         times, each will be responsible for the benefit attributable to
         Elective Deferral Credits, Company Make-Whole Match Credits and Company
         Performance Match Credits made with respect to the period while the
         Participant was employed with that employer, adjusted for Earnings
         Credits.

                                      -17-

<PAGE>

9.1.2    Guarantee by Company. The Company will guarantee and assume secondary
         liability for the contractual commitment of each Participating
         Affiliate under Sec. 9.1.1.

9.2      Funding. The ERISA Executive Committee, in its sole and absolute
         discretion, may direct that a "rabbi" trust be established to fund
         benefits payable under the Plan. However, even if such a trust is
         established, neither the Company nor any Participating Affiliate will
         have any obligation to fund such trust; and, if so provided by the
         trust instrument, such trust may be revocable at any time prior to a
         Change in Control. The establishment and funding of a rabbi trust will
         not affect the obligations of the Company and Participating Affiliates
         under Sec. 9.1, except that such obligations will be offset to the
         extent that payments actually are made from the trust to the
         Participant or Beneficiary. The trust will be invested in the manner
         directed by the Investment Committee of the Company.

                                    ARTICLE X

                        AMENDMENT AND TERMINATION OF PLAN

10.1     Right to Amend or Terminate. The Company may amend or terminate the
         Plan at any time and for any reason by action of the following:

          (a)  Board of Directors. By action of the Board or its Compensation
               Committee.

          (b)  ERISA Executive Committee or Chief Executive Officer. By action
               of the ERISA Executive Committee or the Chief Executive Officer
               of the Company, provided the amendment does not have a material
               cost impact to the Company and its Participating Affiliates.
               Whether an amendment will have a material cost impact will be
               determined by the ERISA Executive Committee in its sole and
               absolute discretion, using such standard for materiality and such
               measurement method for cost as it deems appropriate.

         However, during the twenty-four (24) months immediately following a
         Change in Control, the amendment or termination of the Plan will
         require the written consent of a majority of the Participants who would
         be affected by such amendment or termination of the Plan.

10.2     Effect of Termination.

10.2.1   No Negative Effect an Balances or Vesting. An amendment or termination
         of the Plan may not have the effect of reducing the balance of the
         Account or the vested percentage of any Participant or Beneficiary.

10.2.2   Other Effects of Termination. After termination of the Plan, no
         additional credits will be added to the Account of any Participant
         attributable to periods after the date of termination.

                                      -18-

<PAGE>

         All Accounts will be fully vested as of the termination date of the
         Plan.

         Distribution following termination of the Plan will be made at the same
         time and in the same form as if the termination had not occurred, and a
         Participant will continue to have the same options available to him/her
         to defer distribution as otherwise provided under the Plan. However, if
         so elected by a majority of the Participants who have Accounts at
         termination of the Plan (including Participants or Beneficiaries who
         are receiving installments), the termination of the Plan will be
         treated as a Termination of Service and each Participant or Beneficiary
         will receive a single sum payment of the full balance of his/her
         Account in full satisfaction of all obligations under the Plan and
         without regard to any distribution elections in place with respect to
         such Participant or Beneficiary.

                                   ARTICLE XI

                                 ADMINISTRATION

11.1     Administration.

11.1.1   Company. The Company is the administrator of the Plan with authority to
         control and manage the operation and administration of the Plan and
         make all decisions and determinations incident thereto. Action on
         behalf of the Company as administrator may be taken by any of the
         following:

         (a)   ERISA Executive Committee. The ERISA Executive Committee of the
               Company will be responsible for selecting the Employees who are
               eligible to participate in the Plan, and make all determination
               expressly specified in the Plan.

         (b)   Policy and Oversight Committee. The Policy and Oversight
               Committee of the Company is responsible for all matters relating
               to the overall and day-to-day administration of the Plan, and the
               selection and monitoring of non-investment service providers
               (including the selection of recordkeeper) with respect to the
               Plan.

         (c)   Investment Committee. The Investment Committee of the Company is
               responsible for all investment matters relating to the Plan,
               including the selection of the funds available for hypothetical
               investments by Participants and Beneficiaries, and the actual
               investment of assets that may (but are not required to be) set
               aside to hedge liabilities resulting from the Plan, and actual
               investment of any rabbi trust assets if such a trust is
               established and funded, including the selection and monitoring
               investment providers (including the Trustee) with respect to the
               Plan.

         Day-to-day non-discretionary administration of the Plan may be
         performed by the Human Resources Department.

                                      -19-

<PAGE>

11.1.2   Third-Party Service Providers. The Company may from time to time
         contract with or appoint a recordkeeper or other third-party service
         provider for the Plan. Any such recordkeeper or other third-party
         service provider will serve in a non-discretionary capacity and will
         act in accordance with directions given and/or procedures established
         by the Company.

11.1.3   Rules of Procedure. The Company may establish, adopt or revise such
         rules and regulations as it may deem necessary or advisable for the
         administration of the Plan.

11.2     Correction of Errors and Duty to Review Information.

11.2.1   Correction of Errors. Errors may occur in the operation and
         administration of the Plan. The Company reserves the right to cause
         such equitable adjustments to be made to correct for such errors as it
         considers appropriate (including adjustments to Participant or
         Beneficiary Accounts), which will be final and binding on the
         Participant or Beneficiary.

11.2.2   Participant Duty to Review Information. Each Participant and
         Beneficiary has the duty to promptly review any information that is
         provided or made available to the Participant or Beneficiary and that
         relates in any way to the operation and administration of the Plan or
         his/her elections under the Plan (for example, to review payroll stubs
         to make sure a contribution election is being implemented
         appropriately, to review benefit statements to make sure investment
         elections are being implemented appropriately, to review summary plan
         descriptions and prospectuses, etc.) and to notify the Company of any
         error made in the operation or administration of the Plan that affects
         the Participant or Beneficiary within thirty (30) days of the date such
         information is provided or made available to the Participant or
         Beneficiary (for example, the date the information is sent by mail or
         the date the information is provided or made available electronically).
         If the Participant or Beneficiary fails to review any information or
         fails to notify the Company of any error within such period of time,
         he/she will not be able to bring any claim seeking relief or damages
         based on the error.

         If the Company is notified of an alleged error within the thirty (30)
         day time period, the Company will investigate and either correct the
         error or notify the Participant or Beneficiary that it believes that no
         error occurred. If the Participant or Beneficiary is not satisfied with
         the correction (or the decision that no correction is necessary),
         he/she will have sixty (60) days from the date of notification of the
         correction (or notification of the decision that no correction is
         necessary), to file a formal claim under the claims procedures under
         Sec. 11.3

11.3     Claims Procedure

11.3.1   Claims Procedure. If a Participant or Beneficiary does not feel as if
         he/she has received full payment of the benefit due such person under
         the Plan, the Participant or Beneficiary may file a written claim with
         the Company setting forth the nature of the benefit claimed, the amount
         thereof, and the basis for claiming entitlement to such benefit. The
         ERISA Executive Committee will determine the validity of the claim and
         communicate a

                                      -20-

<PAGE>

         decision to the claimant promptly and, in any event, not later than
         ninety (90) days after the date of the claim. The claim may be deemed
         by the claimant to have been denied for purposes of further review
         described below in the event a decision is not furnished to the
         claimant within such ninety (90) day period. If additional information
         is necessary to make a determination on a claim, the claimant will be
         advised of the need for such additional information within forty-five
         (45) days after the date of the claim. The claimant will have up to one
         hundred and eighty (180) days to supplement the claim information, and
         the claimant will be advised of the decision on the claim within
         forty-five (45) days after the earlier of the date the supplemental
         information is supplied or the end of the one hundred and eighty (180)
         day period.

         A claim for benefits which is denied will be denied by written notice
         setting forth in a manner calculated to be understood by the claimant:

         (a)  Reason for Denial. The specific reason or reasons for the denial,
              including a specific reference to any provisions of the Plan
              (including any internal rules, guidelines, protocols, criteria,
              etc.) on which the denial is based;

         (c)  Information Necessary to Process. A description of any additional
              material or information that is necessary to process the claim;
              and

         (d)  Explanation of Review Procedures. An explanation of the procedure
              for further reviewing the denial of the claim.

11.3.2   Review Procedures. Within sixty (60) days after the receipt of a denial
         on a claim, a claimant or his/her authorized representative may file a
         written request for review of such denial. Such review will be
         undertaken by the ERISA Executive Committee and will be a full and fair
         review. The claimant will have the right to review all pertinent
         documents. The ERISA Executive Committee will issue a decision not
         later than sixty (60) days after receipt of a request for review from a
         claimant unless special circumstances, such as the need to hold a
         hearing, require a longer period of time, in which case a decision will
         be rendered as soon as possible but not later than one hundred and
         twenty (120) days after receipt of the claimant's request for review.
         The decision on review will be in writing and will include specific
         reasons for the decision written in a manner calculated to be
         understood by the claimant with specific reference to any provisions of
         the Plan on which the decision is based.

11.3.3   Arbitration. If a Participant or Beneficiary follows the claims
         procedure but his/her final appeal is denied, he/she will have one year
         to file an arbitration action with respect to that claim, and failure
         to meet the one-year deadline will extinguish his/her right to file an
         arbitration action with respect to that claim.

         Any claim, dispute or other matter in question of any kind relating to
         this Plan which is not resolved by the claims procedures will be
         settled by arbitration in accordance with the employment dispute
         resolution rules of the American Arbitration Association. Notice of

                                      -21-

<PAGE>

         demand for arbitration will be made in writing to the opposing party
         and to the American Arbitration Association within one year after the
         claim, dispute or other matter in question has arisen. In no event will
         a demand for arbitration be made after the date when the applicable
         statute of limitations would bar the institution of a legal or
         equitable proceeding based on such claim, dispute or other matter in
         question. The decision of the arbitrator(s) will be final and may be
         enforced in any court of competent jurisdiction.

         The arbitrator(s) may award reasonable fees and expenses to the
         prevailing party in any dispute hereunder and will award reasonable
         fees and expenses in the event that the arbitrator(s) find that the
         losing party acted in bad faith or with intent to harass, hinder or
         delay the prevailing party in the exercise of its rights in connection
         with the matter under dispute.

11.4     Indemnification. The Company and the Participating Affiliates jointly
         and severally agree to indemnify and hold harmless, to the extent
         permitted by law, each director, officer, and employee against any and
         all liabilities, losses, costs, or expenses (including legal fees) of
         whatsoever kind and nature that may be imposed on, incurred by, or
         asserted against such person at any time by reason of such person's
         services in the administration of the Plan, but only if such person did
         not act dishonestly, or in bad faith, or in willful violation of the
         law or regulations under which such liability, loss, cost, or expense
         arises.

11.5     Exercise of Authority. The Company, the Board, the Compensation
         Committee of the Board, the ERISA Executive Committee, the Policy and
         Oversight Committee, the Investment Committee and any person who has
         authority with respect to the management, administration or investment
         of the Plan may exercise that authority in its/his/her full discretion.
         This discretionary authority includes, but is not limited to, the
         authority to make any and all factual determinations and interpret all
         terms and provisions of this document (or any other document
         established for use in the administration of the Plan) relevant to the
         issue under consideration. The exercise of authority will be binding
         upon all persons; and it is intended that the exercise of authority be
         given deference in all courts of law to the greatest extent allowed
         under law, and that it not be overturned or set aside by any court of
         law unless found to be arbitrary and capricious.

11.6     Telephonic or Electronic Notices and Transactions. Any notice that is
         required to be given under the Plan to a Participant or Beneficiary,
         and any action that can be taken under the Plan by a Participant or
         Beneficiary (including enrollments, changes in deferral percentages,
         loans, withdrawals, distributions, investment changes, consents, etc.),
         may be by means of voice response or other electronic system to the
         extent so authorized by the Company.

                                   ARTICLE XII

                                  MISCELLANEOUS

12.1     Nonassignability. Neither the rights of, nor benefits payable to, a
         Participant or Beneficiary under the Plan may be alienated, assigned,
         transferred, pledged or

                                      -22-

<PAGE>

         hypothecated by any person, at any time, or to any person whatsoever.
         Such interest and benefits will be exempt from the claims of creditors
         or other claimants of the Participant or Beneficiary and from all
         orders, decrees, levies, garnishments or executions to the fullest
         extent allowed by law.

12.2     Withholding. A Participant must make appropriate arrangements with the
         Company or Participating Affiliate for satisfaction of any federal,
         state or local income tax withholding requirements and Social Security
         or other employee tax requirements applicable to the payment of
         benefits under the Plan. If no other arrangements are made, the Company
         or Participating Affiliate may provide, at its discretion, for such
         withholding and tax payments as may be required, including, without
         limitation, by the reduction of other amounts payable to the
         Participant.

12.3     Successors of the Company. The rights and obligations of the Company
         under the Plan will inure to the benefit of, and will be binding upon,
         the successors and assigns of the Company.

12.4     Employment Not Guaranteed. Nothing contained in the Plan nor any action
         taken hereunder will be construed as a contract of employment or as
         giving any Participant any right to continued employment with the
         Company.

12.5     Gender, Singular and Plural. All pronouns and any variations thereof
         will be deemed to refer to the masculine, feminine, or neuter, as the
         identity of the person or persons may require. As the context may
         require, the singular may be read as the plural and the plural as the
         singular.

12.6     Captions. The captions of the articles, paragraphs and sections of this
         document are for convenience only and will not control or affect the
         meaning or construction of any of its provisions.

12.7     Validity. In the event any provision of the Plan is held invalid, void
         or unenforceable, the same will not affect, in any respect whatsoever,
         the validity of any other provisions of the Plan.

12.8     Waiver of Breach. The waiver by the Company of any breach of any
         provision of the Plan will not operate or be construed as a waiver of
         any subsequent breach by that Participant or any other Participant.

12.9     Notice. Any notice or filing required or permitted to be given to the
         Company or the Participant under this Agreement will be sufficient if
         in writing and hand-delivered, or sent by registered or certified mail,
         in the case of the Company, to the principal office of the Company,
         directed to the attention of the Company, and in the case of the
         Participant, to the last known address of the Participant indicated on
         the employment records of the Company. Such notice will be deemed given
         as of the date of delivery or, if delivery is made by mail, as of the
         date shown on the postmark on the receipt for registration or

                                      -23-

<PAGE>

     certification. Notices to the Company may be permitted by electronic
     communication according to specifications established by the Company.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed this
______________ day of ____ ____________, 20__.

                                              Maytag Corporation,
                                              a Delaware corporation



                                              By________________________________


                                              Title_____________________________


                                      -24-