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                                                                     EXHIBIT 4.8

                     MAYTAG CORPORATION SALARY SAVINGS PLAN

            (As Amended and Restated Effective as of January 1, 1997)

                                    ARTICLE I
                                    THE PLAN

     1.1  Establishment and Amendment of the Plan. Effective January 1983, Magic
Chef, Inc. established the Magic Chef, Inc. Salary Savings Plan (the "Plan") for
the benefit of its eligible employees. The Plan was subsequently amended and
restated in its entirety, effective January 1, 1985. Effective July 1, 1987,
Maytag Corporation (the "Corporation") became the Plan Sponsor of the Plan, and
the Plan name was changed to the "MAYTAG CORPORATION SALARY SAVINGS PLAN."
Effective January 1, 1989, the Corporation amended and restated the Plan in
order to comply with the provisions of the Tax Reform Act of 1986, and other
recent legislation.

     Effective as of January 1, 1997 (except where otherwise indicated), the
Plan is hereby amended and restated to comply with the Uruguay Round Agreements
Act (GATT), the Uniformed Services Employment and Reemployment Rights Act of
1994 (USERRA), the Small Business Job Protection Act of 1996 (SBJPA), the
Taxpayer Relief Act of 1997 (TRA `97), the Internal Revenue Service
Restructuring and Reform Act of 1998 (RRA'98), and the Community Renewal Tax
Relief Act of 2000 (CRA) (collectively known as "GUST"), and other changes in
applicable law. The Plan, as amended and restated, also reflects certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"), and is intended as good faith compliance with the requirements of
EGTRRA. This Plan is to be construed in accordance with EGTRRA and any guidance
issued thereunder. Except where otherwise provided, EGTRRA provisions shall be
effective as of the first Plan Year beginning after December 31, 2001.

     The Corporation intends that the Plan, as amended and restated herein, and
the related Trust qualify under Sections 401(a) and 501(a) of the Internal
Revenue Code of 1986, and the provisions of the Employee Retirement Income
Security Act of 1974, and each of the terms of the Plan and Trust shall be so
interpreted.

     1.2  Applicability of Plan. The provisions of this Plan as set forth herein
are applicable only to the Eligible Employees of an Employer in current
employment on or after January 1, 1997, except as specifically provided herein
or as otherwise required by law. Except as so provided, any person who was
covered under the Plan as in effect on December 31, 1996, and whose Service
terminated prior to January 1, 1997, and who was entitled to benefits under the
provisions of the Plan as in effect on December 31, 1996, shall continue to be
covered under the provisions of the Plan as in effect on December 31, 1996.

     1.3  Purpose of the Plan. The purpose of the Plan is to provide Eligible
Employees of the Employer with an opportunity to make tax-deferred savings until
their retirement, death, or other separation from service.

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                                   ARTICLE II
                                   DEFINITIONS

     2.1  Definitions. Whenever used in the Plan, the following terms shall have
the respective meanings set forth below unless otherwise expressly provided
herein, and when the defined meaning is intended, the term is capitalized.

     (a)  "Account" means the separate account maintained for each Member that
          represents his total proportionate interest in the Trust Fund as of
          any Valuation Date and which consists of the sum of the following
          subaccounts:

          (1)  "Before-Tax Contributions Account" means that portion of such
               Member's Account which evidences the value of the Before-Tax
               Contributions made on his behalf by an Employer, including any
               gains and losses of the Trust Fund attributable thereto.

          (2)  "Matching Contributions Account" means that portion of such
               Member's Account which evidences the value of the Matching
               Contributions made on his behalf by an Employer in respect of
               Plan Years ending prior to January 1, 1989, including any gains
               and losses of the Trust Fund attributable thereto.

          (3)  "Rollover Contributions Account" means that portion of such
               Member's Account which evidences the value of the Rollover
               Contributions made on his behalf pursuant to Section 4.4,
               including any gains and losses of the Trust Fund attributable
               thereto.

          (4)  "Blodgett Contributions Accounts" means, for Members who
               participated in the G.S. Blodgett Corporation Savings Plan, that
               portion of a Member's Before-Tax Contributions Account, Matching
               Contributions Account and Rollover Contributions Account which
               evidences the value of the Member's G.S. Blodgett Corporation
               Savings Plan accounts prior to January 1, 1999, including any
               gains and losses of the Trust Fund attributable thereto.

          (5)  "Goodman/Amana Contributions Accounts" means, for Members who
               participated in the Goodman/Amana 401(k) Plan, that portion of a
               Member's Before-Tax Contributions Account, Matching Contributions
               Account and Rollover Contributions Account which evidences the
               value of the Member's Goodman/Amana 401(k) Plan accounts prior to
               February 1, 2002, including any gains and losses of the Trust
               Fund attributable thereto.

          (6)  "Amana Hourly Contributions Accounts" means, for Members who
               participated in the Amana Company, L.P. 401(k) Plan for Specified
               Hourly Payroll Employees, that portion of a Member's Before-Tax
               Contributions Account, Matching Contributions Account and
               Rollover Contributions Account which evidences the value of the
               Member's Amana

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               Company, L.P. 401(k) Plan for Specified Hourly Payroll Employees
               accounts prior to February 1, 2002, including any gains and
               losses of the Trust Fund attributable thereto.

     (b)  "Act" means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations thereunder.

     (c)  "Affiliate" means--

          (1)  any corporation or other business entity which is a member of a
               controlled group of corporations (within the meaning of Section
               414(b) of the Code) of which the Corporation is also a member,
               provided that, for purposes of the Code Section 415 limitations,
               the phrase "more than 50%" shall be substituted for the phrase
               "at least 80%" each place it appears in Code Section 1563(a);

          (2)  any other trade or business (whether or not incorporated) (which
               is under common control within the meaning of Section 414(c) of
               the Code) with the Corporation, provided that, for purposes of
               the Code Section 415 limitations, the phrase "more than 50%"
               shall be substituted for the phrase "at least 80%" each place it
               appears in Code Section 1563(a);

          (3)  any business which is a member of an affiliated service group
               (within the meaning of Section 414(m) of the Code) of which the
               Corporation is also a member; or

          (4)  any other entity which is required to be aggregated with the
               Corporation pursuant to regulations issued under Section 414(o)
               of the Code.

     (d)  "Before-Tax Contributions" means the contributions made by an Employer
on behalf of a Participant pursuant to the Participant's election to reduce
Compensation as described in subsection 4.1(a).

     (e)  "Board" means the Board of Directors of the Corporation.

     (f)  "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time, and the regulations thereunder.

     (g)  "Corporation" means Maytag Corporation.

     (h)  "Compensation" means a Participant's pay, determined as follows:

          (1)  For all purposes of the Plan, except as otherwise specified,
               Compensation means the total of all wages, salaries, fees for
               professional services, and amounts paid to a Participant for
               personal services rendered to the Employer in the course of
               employment with the Employer to the extent that such amounts are
               includible in gross income, increased by amounts excluded from
               gross income by reason of an Employee's election to

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               reduce wages in lieu of benefits under (A) a cafeteria plan under
               Section 125 of the Code, (B) a cash or deferred arrangement under
               Section 401(k) of the Code, and (C) the Maytag Corporation
               Capital Accumulation Plan, but excluding bonuses and shift
               premiums and overtime, reimbursements or other expense
               allowances, fringe benefits (cash and non-cash), moving expenses,
               non-qualified deferred compensation (such as stock option gains),
               and welfare benefits. Effective as of January 1, 1998,
               Compensation is also increased by amounts excluded from wages by
               reason of an Employee's elective deferrals under (D) a simplified
               employee pension plan under Section 402(h)(1)(B) of the Code; (E)
               an annuity under Section 403(b) of the Code; (F) a SIMPLE IRA
               under Section 408(p)(2)(A)(i) of the Code; (G) a Code Section 457
               nonqualified defined contribution plan; and (H) effective as of
               January 1, 2001, a qualified transportation plan under Section
               132(f) of the Code.

          (2)  For purposes of satisfying the limits on contributions described
               in Section 4.2(c) and 4.3, Compensation means remuneration for
               services performed by a Participant for an Employer which is
               includible in gross income and reportable as wages on IRS Form
               W-2, increased by amounts excluded from wages by reason of an
               Employee's election to reduce wages in lieu of benefits under (A)
               a cafeteria plan under Section 125 of the Code; (B) a cash or
               deferred arrangement under Section 401(k) of the Code; and (C)
               the Maytag Corporation Capital Accumulation Plan. Effective as of
               January 1, 1998, Compensation is also increased by amounts
               excluded from wages by reason of an Employee's elective deferrals
               under (D) a simplified employee pension plan under Section
               402(h)(1)(B) of the Code; (E) an annuity under Section 403(b) of
               the Code; (F) a SIMPLE IRA under Section 408(p)(2)(A)(i) of the
               Code; (G) a Code Section 457 nonqualified defined contribution
               plan; and (H) effective as of January 1, 2001, a qualified
               transportation plan under Section 132(f) of the Code.

          The annual Compensation of each Employee taken into account under the
          Plan shall not exceed one hundred and fifty thousand dollars
          ($150,000), as adjusted by the Commissioner for increases in the cost
          of living in accordance with Section 401(a)(17)(B) of the Code.
          Notwithstanding the foregoing, effective for Plan Years beginning
          after December 31, 2001, the annual Compensation for each Employee
          taken into account under the Plan shall not exceed $200,000, as
          adjusted for cost-of-living increases in accordance with Section
          401(a)(17)(B) of the Code. The cost of living adjustment in effect for
          a calendar year applies to any period, not exceeding twelve (12)
          months, over which Compensation is determined (determination period),
          beginning in such calendar year. If a determination period consists of
          fewer than twelve (12) months, the annual Compensation limit will be
          multiplied by a fraction, the numerator of which is the number of
          months in the determination period, and the denominator of which is
          twelve (12).

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          If Compensation for any prior determination period is taken into
          account in determining an Employee's benefits accruing in the current
          Plan Year, the Compensation for the prior determination period is
          subject to the annual Compensation limit in effect for that prior
          determination period.

     (i)  "Effective Date" means January 1, 1997.

     (j)  "Eligible Employee" shall have the meaning set forth below:

          (1)  Subject to paragraph (2) below, the term "Eligible Employee"
               means:

               (A)  any person paid out of the Corporation's United States
                    payroll system who is employed by the Employer as an exempt
                    or non-exempt, non-union, salaried Employee; and

               (B)  any Employee employed by the Employer on an hourly basis as
                    listed in Exhibit I at the end of the Plan.

          (2)  Notwithstanding paragraph (1) above, the term "Eligible Employee"
               shall not include the following classes of Employees:

               (A)  Employees participating in the Maytag Puerto Rico Salary
                    Savings Plan;

               (B)  temporary employees;

               (C)  persons who are covered by a collective bargaining agreement
                    between Employee representatives and the Employer if
                    retirement benefits were the subject of good faith
                    bargaining, unless such collective bargaining agreement
                    provides for participation in the Plan;

               (D)  individuals providing services to the Employer pursuant to
                    contracts designating them as independent contractors or
                    consultants, or individuals designated by the Employer as
                    independent contractors or consultants;

               (E)  individuals providing services to the Employer pursuant to
                    an agreement between the Employer and a third party,
                    including individuals that are Leased Employees; and

               (F)  any other individual who is compensated, directly or
                    indirectly, by the Employer, and with respect to whom
                    Compensation is not treated by the Employer at the time of
                    payment as being subject to statutorily required payroll tax
                    withholding, such as withholding of federal and/or state
                    income tax and/or withholding of the Employee's share of
                    Social Security Tax; provided, however, that

                                      -5-

<PAGE>

               statutorily required backup withholding shall not be considered
               to be payroll tax withholding.

               The foregoing exclusions from the definition of "Eligible
               Employee" shall apply notwithstanding any contrary determination
               of employee status by any court or governmental agency including,
               but not limited to, the Internal Revenue Service or the
               Department of Labor.

     (k)  "Employee" means an individual whose relationship with the Corporation
          or an Affiliate is, under common law, that of an employee.

     (l)  "Employer" means the Corporation or any Affiliate that elects to
          become a party to the Plan, subject to the approval of the Board of
          Directors of the Corporation or the ERISA Executive Committee, by
          adopting the Plan for the benefit of its eligible Employees in the
          manner described in Article XIII.

     (m)  "Excess Deferrals" means the amount of a Participant's Before-Tax
          Contributions, plus amounts deferred pursuant to other plans or
          arrangements described under Code Section 401(k), 408(k), or 403(b)
          that exceed the limits described under Code Section 402(g).

     (n)  "Highly Compensated Employee" means active Employees and former
          Employees as follows:

          (1)  An active Employee shall be treated as a Highly Compensated
               Employee if such Employee (A) was a five percent (5%) owner (as
               defined in Section 416(i)(1) of the Code) of the Employer at any
               time during the current or the preceding calendar year, or (B)
               had compensation from the Employer in excess of $80,000 (as
               adjusted by the Secretary pursuant to Section 415(d) of the Code)
               for the preceding calendar year and was in the top-paid group of
               Employees, as defined in Section 414(q)(3) of the Code, for such
               preceding Plan Year.

          (2)  A former Employee shall be treated as a Highly Compensated
               Employee if (A) such Employee was a Highly Compensated Employee
               when such Employee separated from service, or (B) such Employee
               was a Highly Compensated Employee at any time after attaining age
               55.

          The determination of who is a Highly Compensated Employee will be made
          in accordance with Section 414(q) of the Code and the regulations
          thereunder.

          For purposes of this subsection, the term "compensation" means
          Compensation as defined in Section 2.1(h)(2).

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(o)  "Hour of Service" means:

     (1)  each hour for which an Employee is paid, or entitled to payment, by
          the Employer or an Affiliate for the performance of duties during the
          applicable computation period for which his Hours of Service are being
          determined under the Plan.

     (2)  each hour, in addition to the hours in paragraph (1) above, for which
          an Employee is directly or indirectly paid, or entitled to payment, by
          the Employer or an Affiliate, on account of a period of time during
          which no duties are performed due to vacation, holiday, illness,
          disability, layoff, jury duty, military duty, or leave of absence.
          Solely for purposes of determining an Employee's eligibility to
          participate in the Plan, "Hour of Service" shall include each hour
          during an approved leave of absence granted by the Employer or
          Affiliate to an Employee pursuant to the Family and Medical Leave Act,
          provided that if the Employee returns to work for the Employer or
          Affiliate at the end of such leave of absence. Not more than five
          hundred and one (501) hours shall be credited under this paragraph (2)
          on account of any single continuous period during which he performs no
          duties.

     (3)  each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer or an Affiliate, with
          no duplication of credit for hours.

     Hours of Service shall be credited in accordance with the rules of
     Department of Labor regulation 2530.200b-2(b) and (c), which are
     incorporated herein by reference.

(p)  "Investment Fund" means a fund selected by the Plan Administrator in which
     Plan assets may be invested pursuant to Article VII. The Plan Administrator
     may change or add to the selected Investment Funds from time to time as it
     deems necessary or appropriate.

(q)  "Leased Employee" means, pursuant to Section 414(n) of the Code, any person
     who provides services to the Corporation or an Affiliate if:

     (1)  such services are provided pursuant to an agreement between the
          Corporation or the Affiliate and any other person (called a "leasing
          company");

     (2)  such person has performed such services for the Corporation or the
          Affiliate on a substantially full-time basis for a period of at least
          one (1) year; and

     (3)  such services are performed under the primary direction or control by
          the Corporation or the Affiliate.

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(r)  "Matching Contributions" means the contributions made by an Employer on
     behalf of a Participant for Plan Years ending prior to January 1, 1989,
     conditioned on the making of Before-Tax Contributions.

(s)  "Member" means a Participant, or a former Participant who still has a
     balance in his Account.

(t)  "Participant" means any Eligible Employee who has met and continues to meet
     the eligibility requirements of the Plan as set forth in Section 3.1, and
     any Eligible Employee who has made a Rollover Contribution pursuant to
     Section 3.1, but only to the extent of the Rollover Contribution.

(u)  "Plan" means Maytag Corporation Salary Savings Plan.

(v)  "Plan Administrator" means the committee appointed by ERISA Executive
     Committee. The Plan Administrator is the "named fiduciary" for purposes of
     the Act, in accordance with Article X.

(w)  "Plan Year" means the twelve-consecutive-month period ending on December
     31.

(x)  "Probationary Period" means the period of Service, not to exceed one year,
     that must pass before an hourly Eligible Employee becomes eligible to
     participate in the Plan pursuant to Article III. The Probationary Period
     for an hourly Eligible Employee who is represented by a union shall be
     established pursuant to the applicable collective bargaining agreement then
     in effect between the Employer and the Eligible Employee's union, which is
     hereby incorporated by reference. For non-union hourly Eligible Employees,
     the applicable Probationary Periods shall be set forth in Exhibit I.

(y)  "Rollover Contributions" means the amounts rolled over by the Participant
     to this Plan from another plan, as specified in Section 4.4.

(z)  "Service" means, for purposes of determining eligibility to participate in
     the Plan, an Employee's period or periods of employment with the
     Corporation or an Affiliate, including any period of time on an approved
     leave of absence granted to the Employee pursuant to the Family and Medical
     Leave Act if the Employee returns to work for the Corporation or Affiliate
     at the end of such leave of absence. An Employee shall complete a year of
     Service if he or she earns 1,000 or more Hours of Service in the 12
     consecutive month period commencing on the date the Employee is first
     credited with an Hour of Service. If the Employee earns fewer than 1,000
     Hours of Service within such 12 consecutive month period, then the Employee
     shall complete a year of Service when he earns 1,000 or more Hours of
     Service during a Plan Year, beginning with the first Plan Year commencing
     after the date the Employee is first credited with an Hour of Service.

(aa) "Trust Agreement" means any agreement establishing a trust, which forms
     part of the Plan, to receive, hold, invest, and dispose of the Trust Fund.

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     (bb) "Trustee" means the corporation, or individual or individuals, or
          combination thereof, acting as trustee under the Trust Agreement at
          any time of reference.

     (cc) "Trust Fund" means the assets of every kind and description held under
          the Trust Agreement.

     (dd) "Valuation Date" means each business day.

     2.2 Gender and Number. Unless the context clearly requires otherwise, the
masculine pronoun whenever used shall include the feminine and neuter pronoun,
and the singular shall include the plural.

                                      -9-

<PAGE>

                                  ARTICLE III
                            Participation and Service

3.1  Participation.

(a)  Each Eligible Employee who was a Participant in the Plan on December 31,
     1996, and who is an Eligible Employee on the Effective Date shall remain a
     Participant as of the Effective Date. Otherwise:

     (1)  Each full-time salaried Eligible Employee shall be eligible to
          participate in the Plan as of the first day of the month following the
          completion of 30 days of Service;

     (2)  Each part-time salaried Eligible Employee shall be eligible to
          participate in the Plan as of the first day of the month following the
          completion of a year of Service; and

     (3)  Each hourly Eligible Employee shall be eligible to participate in the
          Plan as of the first day of the month following the completion of the
          Probationary Period.

     A "full-time salaried Eligible Employee" shall mean an Eligible Employee
     who is employed on a salaried basis and who is designated as a full-time
     employee on the Corporation's payroll system. A "part-time salaried
     Eligible Employee" shall mean an Eligible Employee who is employed on a
     salaried basis and who is designated as a part-time employee on the
     Corporation's payroll system.

     An Eligible Employee shall be eligible to make a Rollover Contribution
     prior to the date he is eligible to participate in the Plan pursuant to
     this Section 3.1.

(b)  An Eligible Employee who is eligible to participate in the Plan pursuant to
     subsection (a) must elect to participate in the Plan or waive his right to
     participate in the Plan in accordance with the procedures established by
     the Plan Administrator. An Eligible Employee shall become a Participant by
     making the election to have Before-Tax Contributions made on his behalf in
     accordance with Section 4.1(b).

     An Eligible Employee who has previously waived his right to participate in
     the Plan may thereafter commence participation in the Plan by making an
     election to have Before-Tax Contributions made on his behalf in accordance
     with Section 4.1(b).

(c)  Each Eligible Employee on or after January 1, 1999, who was a participant
     in the G.S. Blodgett Corporation Savings Plan immediately prior to January
     1, 1999, shall be a Participant in this Plan effective January 1, 1999,
     subject to the terms of this Plan. Each Eligible Employee on or after
     January 1, 1999, who was eligible to participate in the G.S. Blodgett
     Corporation Savings Plan immediately prior to January 1, 1999, shall be
     eligible to participate in this Plan effective

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<PAGE>

          January 1, 1999 (each such Employee shall be referred to herein as a
          "Blodgett Participant"). For each Eligible Employee who was employed
          by G.S. Blodgett Corporation, Inc. ("G.S. Blodgett") or an affiliate
          participating in the G.S. Blodgett Corporation Savings Plan and who is
          not otherwise described in this subsection (c), Service shall be
          measured from such Eligible Employee's initial date of hire (or last
          date of rehire if the Eligible Employee had a break in service) with
          G.S. Blodgett or such affiliate.

     (d)  Each Eligible Employee who was employed by Goodman Manufacturing
          Company, L.P. or Amana Company, L.P. on or after August 1, 2001, and
          who was a participant in the Goodman/Amana 401(k) Plan at that time
          shall be a Participant in this Plan effective January 1, 2002, subject
          to the terms of this Plan. Each Eligible Employee employed by Goodman
          Manufacturing Company, L.P. or Amana Company, L.P. on or after August
          1, 2001, who was eligible to participate in the Goodman/Amana 401(k)
          Plan immediately prior to January 1, 2002, shall be eligible to
          participate in this Plan effective January 1, 2002. For each
          individual who met the definition of "Employee" under the
          Goodman/Amana 401(k) Plan and who is not otherwise described in this
          subsection (d), Service shall be measured from such Eligible
          Employee's initial date of hire (or last date of rehire if the
          Eligible Employee had a break in service) with Goodman Manufacturing
          Company, L.P. or Amana Company, L.P

     (e)  Each Eligible Employee who was employed by Amana Company, L.P. on or
          after August 1, 2001, and who was a participant in the Amana Company,
          L.P. 401(k) Plan for Specified Hourly Payroll Employees at that time
          shall be a Participant in this Plan effective January 1, 2002, subject
          to the terms of this Plan. Each Eligible Employee employed by Amana
          Company, L.P. on or after August 1, 2001, who was eligible to
          participate in the Amana Company, L.P. 401(k) Plan for Specified
          Hourly Payroll Employees immediately prior to January 1, 2002, shall
          be eligible to participate in this Plan effective January 1, 2002. For
          each individual who met the definition of "Employee" under the Amana
          Company, L.P. 401(k) Plan for Specified Hourly Payroll Eligible
          Employees and who is not otherwise described in this subsection (e),
          Service shall be measured from such Eligible Employee's initial date
          of hire (or last date of rehire if the Eligible Employee had a break
          in service) with Amana Company, L.P.

     3.2  Duration of Participation. A Participant shall continue to be a
Participant until he terminates his employment with all Employers or ceases
making Before-Tax Contributions, whichever is sooner. Thereafter, he shall be a
Member for as long as he has an Account.

     3.3  Leased Employees. A Leased Employee shall not be considered an
Eligible Employee for purposes of the Plan. If such a person subsequently
becomes an Eligible Employee, and thereafter participates in the Plan, he shall
receive credit for Hours of Service for his employment as a Leased Employee,
except to the extent that the requirements of Section 414(n)(5) of the Code were
satisfied with respect to such Eligible Employee while he was a Leased Employee.

                                      -11-

<PAGE>

     3.4 Reemployment of a Participant. If a Participant terminates employment
and is subsequently reemployed by an Employer, he shall again become eligible to
participate in the Plan as of the date his employment resumes. If an Employee
who has satisfied the requirements of Section 3.1 terminates employment with the
Corporation and all Affiliates and is subsequently rehired by an Employer, he
shall again become eligible to participate in the Plan as of the date his
employment resumes.

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<PAGE>

                                   ARTICLE IV
                                  CONTRIBUTIONS

4.1  Before-Tax Contributions.

(a)  The Before-Tax Contributions made on behalf of each Participant shall be
     paid by each Employer to the Trustee and allocated to such Participant's
     Before-Tax Contributions Account as soon as practical after the earliest
     date on which such contributions can reasonably be segregated from the
     Employer's general assets, not to exceed ninety (90) days from the date on
     which such amounts would otherwise have been payable to the Participants in
     cash. Effective as of February 3, 1997, the Before-Tax Contributions made
     on behalf of each Participant shall be paid by each Employer to the Trustee
     and allocated to such Participant's Before-Tax Contributions Account no
     later than the 15/th/ business day of the month following the month in
     which such amounts would otherwise have been payable to the Participants in
     cash.

(b)  Each Participant may elect, on a form provided by the Plan Administrator,
     to reduce his Compensation by such whole percentages, not less than one (1)
     percent nor more than sixteen (16) percent, and, in exchange, to have an
     allocation from Employer contributions in an amount equal to the amount by
     which his Compensation is reduced made on his behalf as a Before-Tax
     Contribution to the Plan. Such election shall be effective as of the first
     day of the month following the month in which the Plan Administrator
     receives written notice of such election, provided that such written notice
     is submitted by the fifteenth day (or next business day thereafter) of the
     preceding month. Notwithstanding the foregoing, effective as of August 1,
     2001, an election to reduce Compensation to make Before-Tax Contributions
     shall be effective as soon as administratively possible following the Plan
     Administrator's receipt of the Participant's written election.

(c)  A Participant may elect, on a form prescribed by the Plan Administrator, to
     increase or decrease his Compensation reductions (within the percentage
     limits stated above) as of the first day of any calendar month. Beginning
     as of August 1, 2001, an election to increase or decrease Compensation
     reductions can be made at any time, and such change shall be effective as
     soon as administratively possible Such elections shall be effective only
     with respect to Compensation not yet earned as of the effective dates of
     such

(d)  A Participant may elect on a form provided by the Plan Administrator to
     cease future Compensation reductions as of the first day of any pay period
     with prior notice to the Plan Administrator. Upon ceasing future
     Compensation reductions, a subsequent Compensation reduction election may
     only be made as of the first day of a calendar quarter; provided, however,
     that effective as of August 1, 2001, Compensation reduction elections may
     be made at any time, and Compensation reductions shall resume as soon as
     administratively possible following the Plan Administrator's receipt of the
     Participant's written election.

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<PAGE>

(e)  The Plan Administrator may adopt additional rules concerning the
     administration of this Section 4.1 as it deems necessary or appropriate.

4.2  Limitations on Contributions.

(a)  In no event shall any Employer make Before-Tax Contributions for any
     calendar year, with respect to any Participant, in excess of the dollar
     limitation contained in Section 402(g) of the Code, adjusted in accordance
     with regulations issued by the Secretary of the Treasury. Effective prior
     to January 1, 2002, for the Plan Year following the Plan Year in which a
     Participant receives a hardship distribution, the maximum amount of
     Before-Tax Contributions that may otherwise be made on behalf of such
     Participant shall be reduced by the amount of Before-Tax Contributions that
     were made on behalf of the Participant during the Plan Year in which he
     received such hardship distribution.

(b)  In the event that, in any calendar year, a Participant makes Excess
     Deferrals to the Plan, such Participant may request, no later than March 15
     of the following calendar year, for the Plan to return such Excess
     Deferrals to the Participant. Such request shall be made on a form provided
     by the Plan Administrator which specifies the Participant's Excess
     Deferrals for the calendar year. Such request shall be accompanied by the
     Participant's written statement that, if such Excess Deferrals are not
     distributed, such Excess Deferrals, when added to amounts deferred under
     other plans or arrangements described under Code Section 401(k), 408(k), or
     403(b), will exceed the limit for such Participant under Section 4.2(a) of
     the Plan. A distribution of Excess Deferrals, plus earnings, shall be made
     no later than the April 15 of the calendar year following the calendar year
     in which such Excess Deferrals were made.

(c)  For each Plan Year, the actual deferral percentage (as described below) for
     Highly Compensated Employees shall bear to the actual deferral percentage
     for all other Employees a relationship that satisfies either of the
     following tests:

     (1)  The actual deferral percentage for the Plan Year for Highly
          Compensated Employees is not more than the prior Plan Year's actual
          deferral percentage for all other Employees multiplied by 1.25; or

     (2)  The actual deferral percentage for the Plan Year for Highly
          Compensated Employees is not more than the prior Plan Year's actual
          deferral percentage for all other Employees multiplied by two, and the
          excess of the Plan Year's actual deferral percentage for the group of
          Highly Compensated Employees over the prior Plan Year's actual
          deferral percentage for all other Employees is not more than two (2)
          percentage points.

     The Employer may elect to use current Plan Year data for non-Highly
     Compensated Employees, provided that once such an election to use current
     year

                                      -14-

<PAGE>

     data is made, it cannot be undone except as provided in Internal Revenue
     Service Notice 98-1 or superseding guidance provided by the Secretary of
     the Treasury.

     The actual deferral percentage means, for a Plan Year, the average of the
     ratios (calculated separately for each Employee in each group) of (i) the
     Before-Tax Contributions and other elective contributions (collectively,
     the "elective deferrals") made on behalf of each Employee for such Plan
     Year, to (ii) such Employee's Compensation for such Plan Year. To the
     extent necessary to conform to such limitation, the Plan Administrator
     shall reduce Before-Tax Contributions made on behalf of the
     Highly-Compensated Employees. Such reduction shall be effected by reducing
     the Before-Tax Contributions of the Highly Compensated Employee with the
     highest elective deferral amount to the extent necessary so that such
     Highly Compensated Employee's elective deferral amount equals the elective
     deferral amount of the Highly Compensated Employee with the next highest
     elective deferral amount, and such reductions shall continue for Highly
     Compensated Employees with the highest elective deferral amount until the
     Plan satisfies one of the test set forth in this subsection (c) for such
     Plan Year.

(d)  For purposes of calculating the actual deferral percentage under Section
     4.2(c), the following rules shall apply when calculating the actual
     deferral percentage for each Employee:

     (1)  Only the following Before-Tax Contributions shall be taken into
          account:

          (A)  Before-Tax Contributions related to Compensation that would have
               been received by a Participant (but for his deferral election) in
               the Plan Year for which the actual deferral percentage is being
               calculated;

          (B)  Before-Tax Contributions related to Compensation that is
               attributable to services performed by the Participant (but for
               the deferral election) in the Plan Year for which the actual
               deferral percentage is being calculated and which would have been
               received within two-and-one-half months of the close of such Plan
               Year; and

          (C)  Before-Tax Contributions that are allocated to a Participant as
               of a date within the Plan Year for which the actual deferral
               percentage is being calculated and that is: (1) not contingent on
               the Participant's participation in the Plan or performance of
               services for the Corporation after such date, and (2) actually
               paid into the Trust no later than twelve months following the
               close of the Plan Year for which the actual deferral contribution
               is being calculated.

     (2)  All elective contributions made by Participants under this Plan and
          any other defined contribution plan that has been aggregated with the
          Plan for

                                      -15-




<PAGE>

          purposes of satisfying Sections 401(a)(4) or 410(b) of the Code (other
          than Section 410(b)(2)(A)(ii) of the Code) are to be treated as made
          under a single defined contribution plan.

     (3)  If one or more defined contribution plans have been permissively
          aggregated with the Plan for purposes of satisfying the requirements
          of Section 401(k) of the Code, the Plan and the other defined
          contribution plan(s) with which it has been aggregated shall be
          treated as a single plan for purposes of determining whether the
          requirements of Sections 401(a)(4) and 410(b) of the Code have been
          satisfied.

     (4)  All cash or deferred arrangements in which the Highly Compensated
          Employee is eligible to participate (other than those arrangements
          which may not be permissively aggregated with the Plan under Section
          401(k)(3) of the Code and applicable regulations thereunder) shall be
          treated as having been made under a single defined contribution plan.

(e)  In the event that the Plan Administrator must distribute or re-characterize
     Excess Deferrals made by a Participant in any Plan Year in order to satisfy
     the tests described in this Section 4.2, the following rules shall apply:

     (1)  The amount of Excess Deferrals to be distributed or re-characterized
          shall be reduced by the amount of Excess Deferrals previously
          distributed within the taxable year ending in the Plan Year for which
          the Participant's actual deferral percentage is being calculated, in
          accordance with Section 402(g) of the Code.

     (2)  Distributions of Excess Deferrals shall include all income allocable
          thereto, including any income earned on the Excess Deferrals within
          the Plan Year in which the Excess Deferrals were made. The Plan
          Administrator may include in the distribution of Excess Deferrals any
          income allocable to the Excess Deferrals earned in the period between
          the end of the Plan Year in which the Excess Deferrals were made and
          the date of distribution. The income allocable to any Excess Deferrals
          shall be determined in accordance with the rules described in Treasury
          Regulation ss.1.401(k)-1(f)(4).

     (3)  The Plan Administrator shall cause any Excess Deferrals to be either
          distributed to Participants or re-characterized prior to the close of
          the Plan Year following a Plan Year in which such Excess Deferrals are
          made. In the event that the Plan Administrator fails to distribute or
          re-characterize Excess Deferrals within two-and-one-half months
          following the close of a Plan Year in which such Excess Deferrals are
          made, the Corporation shall be liable for any penalties assessed as a
          result of such failure.

(f)  The multiple use test described in Treasury Regulation Section 1.401(m)-2
     shall not apply for Plan Years beginning after December 31, 2001.

                                      -16-

<PAGE>

     4.3  Limitations on Annual Additions.

     (a)  Notwithstanding any other provision of this Plan to the contrary, in
          no event shall the "annual additions" (within the meaning of Code
          Section 415(c)) provided under this Plan (together with that provided
          by all other defined contribution plans of Employer and all
          nonparticipating Affiliates) for any Member for a limitation year
          (which is the Plan Year) exceed the maximum permissible annual
          addition allowed under Code Section 415, as it may be amended from
          time to time, or as allowed under regulations issued thereunder.

     (b)  If, in any Plan Year, a Participant is covered both under any defined
          contribution plan and under any defined benefit plan, the sum of the
          defined benefit plan fraction (as defined in Code Section 415(e)(2))
          and the defined contribution plan fraction (as defined in Code Section
          415(e)(3)) for such Plan Year shall not exceed one (1). If that sum
          exceeds one (1), then no reduction in contributions or allocations to
          obtain compliance with Section 415(e) of the Code shall occur under
          this Plan until the Participant's benefits under such defined benefit
          plan have been reduced pursuant to the terms thereof. Any reduction
          under this Plan shall be made only to the extent necessary so that the
          sum of such fractions shall equal one (1). For purposes of this
          Section 4.3, a plan is deemed to be maintained by the Employer if the
          Plan is maintained by any Affiliate. This Section 4.3(b) shall not
          apply as of January 1, 2000.

     (c)  If, in any Plan Year, a Participant's annual addition exceeds the
          limitation described in subsection (a) above, such excess shall not be
          allocated to his accounts in any defined contribution plan. Such
          Participant's Before-Tax Contributions, or any part thereof, shall
          instead be refunded to the Participant until such excess is
          eliminated.

The above reductions shall be applied to the Plan first, and thereafter to any
other defined contribution plan.

     4.4  Rollover Contributions. An Eligible Employee may, in accordance with
procedures approved by the Plan Administrator, make a rollover deposit to the
Plan from another qualified plan, an employee annuity, a conduit individual
retirement account, or an individual retirement annuity, as described in
Sections 401(a), 403(a), and 408 of the Code; provided, however, that Rollover
Contributions shall not include after-tax contributions.

     A Rollover Contribution must be paid over to the Trustee on or before the
sixtieth (60th) day after receipt by the Eligible Employee of the distribution
and shall be deposited in cash to the Employee's Rollover Contributions Account.
Such Account shall be fully vested and nonforfeitable. An Eligible Employee who
is not otherwise a Participant in the Plan shall be considered a Participant
solely for purposes of his Rollover Contributions Account. The Plan
Administrator shall authorize and regulate the making of rollover deposits in
accordance with uniform and nondiscriminatory rules.

                                      -17-

<PAGE>

     4.5  Distributions from Before-Tax Contributions Accounts. Notwithstanding
anything to the contrary contained elsewhere in the Plan, a Participant's
Before-Tax Contributions Account shall not be distributable other than upon:

     (a)  The Participant's separation from service or death;

     (b)  Effective for Plan Years beginning after December 31, 2001, the
          Participant's severance from employment, regardless of when the
          severance from employment occurred;

     (c)  Effective for Plan Years beginning after December 31, 2001, the
          Participant's disability;

     (d)  Termination of the Plan without establishment or maintenance of
          another defined contribution plan (other than an employee stock
          ownership plan as defined in Section 4975(e)(7) of the Code);

     (e)  The date of the sale or other disposition by the Corporation to an
          unrelated entity of substantially all of the assets (within the
          meaning of Section 409(d)(2) of the Code) used by the Corporation in a
          trade or business of the Corporation, where (1) the Participant is
          employed by such trade or business and continues employment with the
          entity acquiring such assets, and (2) the Corporation continues to
          maintain the Plan after the sale or other disposition. The sale of
          eighty-five (85) percent of the assets used in the trade or business
          shall be deemed a sale of "substantially all" of the assets used in
          such trade or business;

     (f)  The date of the sale or other disposition by the Corporation of the
          Corporation's interest in a subsidiary (within the meaning of Section
          409(d)(3) of the Code) to an unrelated entity, where (1) the
          Participant is employed by such subsidiary and continues employment
          with such subsidiary following such sale or other disposition, and (2)
          the Corporation continues to maintain the Plan after the sale or other
          disposition;

     (g)  The Participant's attainment of age fifty-nine and one-half (59 1/2);
          or

     (h)  The Participant's financial hardship (as defined in Section 6.4).

Notwithstanding anything to the contrary contained herein, an event shall not be
treated as described in subsection (d), (e), or (f) above with respect to any
Participant unless the Participant receives a lump sum distribution (as defined
in Section 401(k)(10)(B)(ii) of the Code) by reason of the event.

     4.6  Uniformed Services Employment and Reemployment Rights Act.
Notwithstanding any provision of this Plan to the contrary, effective as of
December 12, 1994, contributions, benefits, and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code.

                                      -18-

<PAGE>

                                   ARTICLE V
                                   ---------
                               VESTING IN ACCOUNTS
                               -------------------

     5.1 Before-Tax, Matching, and Rollover Contributions Accounts. Subject to
Section 6.8, a Member shall at all times be fully vested and have a
nonforfeitable interest in his Before-Tax, Matching, and Rollover Contributions
Accounts. No Matching Contributions shall be made on or after January 1, 1989.

                                      -19-

<PAGE>

                                   ARTICLE VI
                                   ----------
                          DISTRIBUTIONS AND WITHDRAWALS
                          -----------------------------

     6.1  Payments Upon Termination. Upon a Member's termination of employment
for any reason other than death, there shall be distributed to the Member, or to
his beneficiary, the Member's Account in the manner which the Member shall elect
in accordance with Section 6.3.

     6.2  Payments Upon Death.

     (a)  Upon the death of a Member before benefit payments have commenced, the
          Plan Administrator shall promptly notify the Trustee in writing of the
          Member's death and the name of his beneficiary and shall direct the
          Trustee to make payments of the adjusted balance of the Member's
          Accounts valued as of the date distribution is made to his beneficiary
          in accordance with this Article VI.

     (b)  Each unmarried Member, or each married Member whose surviving spouse
          has consented to an alternate beneficiary designation or alternate
          method of payment as provided in subsection (c), shall have the right
          to designate, by giving a written designation to the Plan
          Administrator, (1) a person or persons or entity as beneficiary to
          receive the death benefit provided under this Section 6.2, and (2) the
          method of payment of such death benefit to his beneficiary pursuant to
          Section 6.3. Successive designations may be made, and the last
          designation received by the Plan Administrator prior to the death of
          the Member shall be effective and shall revoke all prior designations.
          An unmarried Member's beneficiary designation shall be automatically
          revoked upon his subsequent marriage. Effective as of March 1, 2002, a
          divorce shall be deemed to revoke any prior designation of the
          Member's former spouse as beneficiary if written evidence of the
          Member's divorce is received by the Plan Administrator before
          distribution has commenced in accordance with such designation,
          subject to a valid qualified domestic relations order under Section
          414(p) of the Code. If a designated beneficiary shall die before the
          Member, the beneficiary's interest shall terminate, and, unless
          otherwise provided in the Member's designation if the designation
          included more than one beneficiary, such interest shall be paid in
          equal shares to those beneficiaries, if any, who survive the Member. A
          Member to whom this subsection applies shall have the right to revoke
          the designation of any beneficiary without the consent of the
          beneficiary.

     (c)  The beneficiary of each married Member shall be the surviving spouse
          of the Member, and the death benefits of any Member who is married at
          the date of his death shall be paid in full to his surviving spouse in
          a single lump sum. Notwithstanding the preceding sentence, the death
          benefits provided pursuant to subsection (a) shall be distributed to
          any other beneficiary designated by a married Member, as provided in
          subsection (b), if the Member's surviving spouse consented to such
          designation by the Participant prior to the date of the Member's
          death. Such consent must be in writing and must acknowledge the effect
          of the election and the identity of any nonsurviving spouse
          beneficiary, including any class of beneficiaries or contingent
          beneficiaries, and must be witnessed by a

                                      -20-

<PAGE>

          representative of the Plan or a notary public. The consent of the
          Member's surviving spouse shall not be required if the Member
          establishes to the satisfaction of the Plan Administrator that consent
          may not be obtained because there is no surviving spouse or the
          surviving spouse cannot be located, or because of such other
          circumstances as the Secretary of the Treasury may prescribe by
          regulations. The Member may not subsequently change the method of
          distribution elected by the Member or the designation of his
          beneficiary without the spouse's further consent. Any consent by a
          surviving spouse, or establishment that the consent of the surviving
          spouse may not be obtained, shall be effective only with respect to
          that surviving spouse.

     (d)  If a Member fails to designate a beneficiary, if such designation is
          for any reason illegal or ineffective, or if no beneficiary survives
          the Member, his death benefits otherwise payable pursuant to
          subsection (b) or (c) shall be paid:

          (1)  to his surviving spouse;

          (2)  if there is no surviving spouse, to his descendants (including
               legally adopted children or their descendants) per stirpes;

          (3)  if there is neither a surviving spouse nor surviving descendants,
               to the duly appointed and qualified executor or other personal
               representative of the Member to be distributed in accordance with
               the Member's will or applicable intestacy law; or

          (4)  if no such representative is duly appointed and qualified within
               six (6) months after the date of death of such deceased Member,
               then to such persons as, at the date of his death, would be
               entitled to share in the distribution of such deceased Member's
               personal estate under the provisions of the applicable statute
               then in force governing the descent of intestate property, in the
               proportions specified in such statute.

     (e)  The Plan Administrator may determine the identity of the distributees
          of any death benefit payable under the Plan, and in so doing, may act
          and rely upon any information it may deem reliable upon reasonable
          inquiry, and upon any affidavit, certificate, or other paper believed
          by it to be genuine, and upon any evidence believed by it sufficient.

     (f)  A Member's surviving spouse, for purposes of the Plan, is the person
          who is legally married to the Member during the one year period
          immediately prior to the death of the Member.

     6.3  Method of Distribution.

     (a)  Subject to subsection (b) below, the distribution of a Member's
          Account, valued as of the date of the distribution, shall be made as
          soon as practicable following the later of the Member's termination of
          employment the Plan Administrator's

                                      -21-

<PAGE>

          receipt of the Member's request for such distribution, in either of
          the following ways as the Member shall elect:

          (1)  in a lump sum; or

          (2)  if distribution is to commence on or after the Member's
               sixty-second (62nd) birthday, by payment of substantially equal
               monthly installments, continuing over a period of ten (10) years.

          (3)  Effective for distributions on or after January 1, 1999, a Member
               described in Section 3.1(c) may also elect to receive a
               distribution of his Blodgett Contributions Account balance in
               either (A) monthly, quarterly, or annual installments (subject to
               any statutory limitations), or (B) a non-transferable paid-up
               annuity contract; or

          (4)  Effective for distributions on or after January 1, 2002, through
               July 1, 2002, a Member described in Section 3.1(d) may also elect
               to receive a distribution of his Goodman/Amana Contributions
               Account balance in either monthly, quarterly, or annual
               installments (subject to any statutory limitations) for any term
               certain that does not exceed the life expectancy of the Member
               (or the joint life expectancy of the Member and his designated
               beneficiary).

          (5)  Effective for distributions on or after January 1, 2002, through
               July 1, 2002, a Member described in Section 3.1(e) may also elect
               to receive a distribution of his Amana Hourly Contributions
               Account balance in either monthly, quarterly, or annual
               installments (subject to any statutory limitations) for any term
               certain that does not exceed the life expectancy of the Member
               (or the joint life expectancy of the Member and his designated
               beneficiary).

          Amounts payable hereunder shall continue to accrue earnings and losses
          under Section 8.4 pending such payment. Payment of that portion of the
          Member's Account invested in the Corporation's common stock may be
          paid either in cash in an amount equal to the value of such account as
          of the date of the distribution or in whole shares of common stock of
          the Corporation and cash in lieu of a fractional share.

     (b)  If a Member's Account balance is three thousand, five hundred dollars
          ($3,500) or less (five thousand dollars ($5,000) or less, effective as
          of January 1, 1999) as of the date of his termination of employment,
          his Account shall be distributed in a lump sum cash payment as soon as
          practicable after his termination of employment.

          Prior to March 22, 1999, if a Member's Account balance at the time for
          any distribution exceeds three thousand, five hundred dollars ($3,500)
          (five thousand dollars ($5,000), effective as of January 1, 1999),
          then neither such distribution nor any subsequent distribution shall
          be made to the Member at any time before

                                      -22-

<PAGE>

          his sixty-fifth (65th) birthday without his written consent. Effective
          as of March 22, 1999, if a Member's Account balance at the time for
          any distribution exceeds five thousand dollars ($5,000), then such
          distribution shall not be made to the Member at any time before his
          sixty-fifth (65th) birthday without his written consent. No such
          consent shall be valid unless the Member receives a general
          description of the material features and the relative values of the
          optional forms of benefit available under the Plan. In addition, the
          Member must be informed of his right to defer receipt of the
          distribution. The Plan Administrator shall deliver the aforementioned
          written notice to the Member during a period commencing no less than
          thirty (30) days and no more than ninety (90) days before the Member's
          benefit commencement date. The written consent of the Member to the
          distribution shall not be made before the Member receives the notice
          and shall not be made more than ninety (90) days before his benefit
          commencement date. Notwithstanding the foregoing, a Member's benefit
          commencement date may occur less than 30 days after the Member's
          receipt of the written explanation described above, provided that (1)
          the Member waives his right to the full 30-day waiting period, and (2)
          the Member's benefit commencement date occurs at least seven (7) days
          after his receipt of the written explanation described above.

          Notwithstanding any provision of this Section 6.3 to the contrary,
          distribution of a Member's Account shall commence within the time
          specified under Section 401(a)(14) of the Code (and applicable
          regulations thereunder), unless a Participant directs otherwise.

          For purposes of this Section 6.3, "benefit commencement date" shall
          mean the date as of which all events have occurred that entitle a
          Member to receive his benefit.

     (c)  If a Member dies prior to receiving the full distribution of his
          Account to which he is entitled under this Article VI, any unpaid
          balance thereof at the time of his death shall be distributed to the
          Member's beneficiary in a lump sum as soon as practicable and
          permissible under the Code after his death.

     6.4  Hardship Withdrawals. A Participant who has incurred a financial
hardship may withdraw all or a portion of his Rollover Contributions Account,
not in excess of the balance thereof, and the amount of his Before-Tax
Contributions as of the date of distribution, reduced by the amount of previous
distributions on account of hardship. Income earned on Before-Tax Contributions
prior to January 1, 1989, shall also be eligible for withdrawal. Such hardship
withdrawals shall first be made from the Participant's Rollover Contributions
Account and then from the Participant's Before-Tax Contributions Account. The
determination of the existence of financial hardship and the amount required to
be distributed to satisfy the need created by the hardship will be made by the
Plan Administrator in a uniform and non-discriminatory manner, subject to the
following rules:

     (a)  A financial hardship is deemed to exist if the Participant certifies
          to the Plan Administrator that the financial need is on account of:

                                      -23-

<PAGE>

          (1)  medical expenses described in Section 213(d) of the Code
               previously incurred by the Participant or the Participant's
               spouse or dependents (as defined in Section 152 of the Code), or
               necessary for any of these persons to obtain medical care
               described in Code Section 213(d);

          (2)  the purchase (excluding mortgage payments) of a principal
               residence of the Participant;

          (3)  the payment of tuition and related educational fees for the next
               twelve months of post-secondary education for the Participant or
               the Participant's spouse, children or dependents;

          (4)  the need to prevent eviction of the Participant from his
               principal residence or foreclosure on the mortgage of the
               Participant's principal residence; and

          (5)  funeral expenses of the Participant's immediate family member
               (i.e., spouse, child, brother, sister, mother, father,
               brother-in-law, sister-in-law, mother-in-law, father-in-law,
               grandparents, grandparents-in-law).

     (b)  A Participant shall be required to certify to the Plan Administrator
          on a form prescribed by the Plan Administrator both the reason for the
          financial need and that such need cannot be satisfied from sources
          other than a withdrawal from the Participant's Before-Tax
          Contributions Account or Rollover Contribution Account. The
          Participant shall be required to submit any additional supporting
          documentation as may be requested by the Plan Administrator.

     (c)  The amount distributed shall not be in excess of the immediate and
          heavy financial need of the Participant, including any amounts
          reasonably anticipated by the Participant to be necessary to pay
          federal, state or local income taxes and penalties incurred as a
          result of the distribution.

     (d)  The Participant shall first obtain all distributions, other than
          hardship withdrawals, and all nontaxable loans currently available
          under the Plan and under any other Employer's plan in which the
          Participant participates. Effective as of January 1, 2002, if the
          Participant participates in an employee stock ownership plan sponsored
          by an Employer that offers a dividend reinvestment election pursuant
          to Section 404(k)(2)(A) of the Code, the Participant must elect to
          receive dividends to the extent currently available to the Participant
          under such employee stock ownership plan.

     (e)  The Participant's elective contributions under Section 4.1(b) and all
          other employer contributions (as defined in Code Section 401(k) and
          the regulations thereunder) shall be suspended under this Plan and all
          other deferred compensation plans maintained by the Employer for
          twelve (12) months after his receipt of the hardship distribution, or,
          effective for hardship distributions after December 31, 2001, for 6
          months after the receipt of the hardship distribution (except for
          mandatory employee contributions to a defined benefit plan).

                                      -24-

<PAGE>

     (f)  The Participant may not make elective contributions (as defined in
          Code Section 401(k) and the regulations thereunder) under this Plan or
          any other Plan maintained by the Employer for the Participant's
          taxable year immediately following the taxable year of the hardship
          distribution in excess of the applicable limit under Code Section
          402(g) for such next taxable year, less the amount of such
          Participant's elective contributions for the taxable year of the
          hardship distribution. This subsection (f) shall not apply for Plan
          Years beginning after December 31, 2001.

     (g)  Notwithstanding anything to the contrary, the minimum amount of any
          hardship withdrawal made pursuant to this Section 6.4 shall be five
          hundred dollars ($500).

     6.5  Withdrawals After Age 59 1/2. Regardless of whether or not a
Participant has experienced a hardship as defined in Section 6.4, a Participant
who: (0a) has attained age fifty-nine and one-half (59 1/2), and (b) effective
for withdrawals prior to January 1, 1999, has participated in this Plan (or a
prior plan) for a total of at least sixty (60) months or has accumulated
Employer contributions (either Before-Tax Contributions, Matching Contributions,
or other contributions under the prior plan) for at least two (2) Plan Years
prior to the Plan Year in which the withdrawal takes place, may request the Plan
Administrator to distribute all or any portion of his Account (or in the case of
subsection (b) above, the Employer contributions and related earnings). For
withdrawals prior to January 1, 1999, the distributed amount must have been in
the Plan for at least two (2) Plan Years prior to the Plan Year in which the
withdrawal takes place. The amount so requested shall be distributed as soon as
practical following the Plan Administrator's receipt of such request.

     6.6  Required Distributions.

     (a)  Notwithstanding any other provision of this Plan to the contrary
          contained herein, any distribution election designated under Section
          242 of the Tax Equity and Fiscal Responsibility Act of 1982 shall be
          preserved in accordance with that Act and any applicable regulations
          promulgated thereunder.

     (b)  Subject to subsection (a), the entire interest of each Participant (1)
          will be distributed to such Member not later than the Required
          Beginning Date, or (2) will be distributed, beginning not later than
          the Required Beginning Date, in accordance with regulations, over the
          life of such Member or over the lives of such Member and his
          beneficiary (or over a period not extending beyond the life expectancy
          of such Member or the life expectancy of such Member and his
          beneficiary).

     (c)  Required Distribution Where Participant Dies Before Entire Interest is
          Distributed -

          (1)  Where distributions have begun under subsection (b)(2) and the
               Member dies before his entire interest has been distributed to
               him, the remaining portion of such interest will be distributed
               at least as rapidly as under the

                                      -25-

<PAGE>

               method of distribution being used under subsection (b)(2) as of
               the date of his death.

          (2)  If a Member dies before the distribution of the Member's interest
               has begun in accordance with subsection (b)(2), the entire
               interest of the Member will be distributed within five (5) years
               after the death of such Member.

          (3)  If any portion of the Member's interest is payable to (or for the
               benefit of) a beneficiary, and such portion will be distributed
               (in accordance with regulations) over the life of such
               beneficiary (or over a period not extending beyond the life
               expectancy of such beneficiary), and such distributions begin not
               later than one (1) year after the date of the Member's death or
               such later date as may be prescribed by regulations, for purposes
               of paragraph (2), the portion payable to such beneficiary shall
               be treated as distributed on the date on which such distributions
               begin.

          (4)  If the beneficiary referred to in paragraph (3) is the surviving
               spouse of the Member, then (A) the date on which the
               distributions are required to begin under paragraph (3) shall not
               be earlier than the date on which the Member would have attained
               age seventy and one half (70-1/2), and (B) if the surviving
               spouse dies before the distributions to such spouse begin, this
               paragraph shall be applied as if the surviving spouse were the
               Member.

     (d)  Required Beginning Date - For purposes of this Section, the term
          "Required Beginning Date" means April 1 of the calendar year following
          the calendar year in which the Member attains age seventy and one-half
          (70-1/2). Notwithstanding the foregoing, the term "Required Beginning
          Date" for a Member who is not a five percent (5%) owner (as defined in
          Code Section 416(i)(B)) shall mean the April 1 following the later of
          the calendar year in which the Member ceases to be a Participant or
          the calendar year in which the Member attains age seventy and one-half
          (70-1/2).

     (e)  Life Expectancy - For purposes of this Section, the life expectancy of
          a Member and the Member's spouse (other than in the case of a single
          life annuity) may be redetermined, but not more frequently than
          annually.

     (f)  Treatment of Payments to Children - For purposes of this Section, any
          amount paid to a child shall be treated as if it had been paid to the
          surviving spouse if such amount will become payable to the surviving
          spouse upon such child reaching maturity (or otherwise designated
          event permitted under regulations).

     (g)  Treatment of Incidental Death Benefit Distributions - Any distribution
          required under the incidental death benefit requirements of Section
          401(a)(9) of the Code shall be treated as a required distribution.

                                      -26-

<PAGE>

     (h)  Distribution to be Made Pursuant to Regulations - All distributions
          required under this Plan shall be in accordance with regulations
          promulgated by the Secretary of the Treasury under Code Section
          401(a)(9), including, but not limited to, Treasury Regulation
          1.401(a)(9)-2. With respect to distributions under the Plan made for
          calendar years beginning on or after January 1, 2002, the Plan will
          apply the minimum distribution requirements of Section 401(a)(9) of
          the Code in accordance with the regulations under Code Section
          401(a)(9) that were proposed on January 17, 2001, notwithstanding any
          provision of the Plan to the contrary. This reliance on the proposed
          regulations shall continue in effect until the end of the last
          calendar year beginning before the effective date of final regulations
          under Code Section 401(a)(9) or such other date as may be specified in
          guidance published by the Internal Revenue Service.

     (i)  Inconsistent Distribution Provisions Void - Any distribution
          provisions of this Plan not contained in this Section 6.6 are void to
          the extent that those provisions are inconsistent with the provisions
          of this Section 6.6.

     6.7  Withholding Taxes. An Employer may withhold from a Member's
Compensation and the Trustee may withhold from any payment under this Plan any
taxes required to be withheld with respect to contributions or benefits under
this Plan and such sum as the Employer or Trustee may reasonably estimate as
necessary to cover any taxes for which they may be liable and which may be
assessed with respect to contributions or benefits under this Plan.

     6.8  Prior Plan Accounts. Certain Employees who were Participants in the
Magic Chef, Inc. Salaried Savings Plan (the "Prior Plan") on or before July 1,
1987, and who had a "SCRP Account" (under Article Six of the Prior Plan) or any
other account attributable to Employer contributions (which is not described in
subsection 2.1(a)) shall continue to have such Accounts under this Plan, and
such Accounts shall be known as the "Prior Plan Accounts." The Prior Plan
Accounts shall continue to be subject to the applicable vesting and distribution
provisions of the Prior Plan as in effect on June 30, 1987. Effective January 1,
1989, the applicable vesting schedule shall be:

               Years of Service                 Vested Percentage
               ----------------                 -----------------
               less than five years             0%
               five years or more               100%

     6.9  Optional Direct Transfer of Eligible Rollover Distributions.

     (a)  Notwithstanding any provision of the Plan to the contrary that would
          otherwise limit a distributee's election under this Section, a
          distributee may elect, at the time and in the manner prescribed by the
          Plan Administrator, to have any portion of an eligible rollover
          distribution paid directly to an eligible retirement plan specified by
          the distributee in a direct rollover. Any portion of an eligible
          rollover distribution that is not paid directly to an eligible
          retirement plan in a direct rollover shall be subject to twenty (20)
          percent federal income tax withholding.

                                      -27-

<PAGE>

     (b)  Definitions.

          (1)  Eligible Rollover Distribution. An eligible rollover distribution
               is any distribution of all or any portion of the balance to the
               credit of the distributee, except that an eligible rollover
               distribution does not include: any distribution that is one of a
               series of substantially equal periodic payments (not less
               frequently than annually) made for the life (or life expectancy)
               of the distributee or the joint lives (or joint life
               expectancies) of the distributee and the distributee's designated
               beneficiary, or for a specified period of ten years or more; any
               distribution to the extent such distribution is required under
               Section 401(a)(9) of the Code; and the portion of any
               distribution that is not includible in gross income (determined
               without regard to the exclusion for net unrealized appreciation
               with respect to employer securities). Effective as of January 1,
               2000, hardship distributions pursuant to Section 6.4 shall not be
               eligible rollover distributions, and a distributee may not elect
               to have any portion of such withdrawal paid directly to an
               eligible retirement plan.

          (2)  Eligible Retirement Plan. An eligible retirement plan is an
               individual retirement account described in Section 408(a) of the
               Code, an individual retirement annuity described in Section
               408(b) of the Code, an annuity plan described in Section 403(a)
               of the Code, or a qualified trust described in Section 401(a) of
               the Code, that accepts the distributee's rollover distribution.
               Notwithstanding the foregoing, effective for distributions made
               after December 31, 2001, an eligible retirement plan shall also
               mean an annuity contract described in Section 403(b) of the Code
               and an eligible plan under Section 457(b) of the Code which is
               maintained by a state, political subdivision of a state, or any
               agency or instrumentality of a state or political subdivision of
               a state and which agrees to separately account for amounts
               transferred into such plan from this Plan.

               For Plan Years beginning prior to January 1, 2002, in the case of
               an eligible rollover distribution to a surviving spouse, an
               eligible retirement plan is an individual retirement account or
               individual retirement annuity. However, effective for
               distributions made after December 31, 2001, "eligible retirement
               plan" for a surviving spouse shall have the same meaning as for a
               Member, as set forth above.

          (3)  Distributee. A distributee includes a Member or former Member. In
               addition, the Member's or former Member's surviving spouse and
               the Member's or former Member's spouse or former spouse who is
               the alternate payee under a qualified domestic relations order,
               as defined in Section 414(p) of the Code, are distributees with
               regard to the interest of the spouse or former spouse.

          (4)  Direct Rollover. A direct rollover is a payment by the Plan to
               the eligible retirement plan specified by the distributee.

                                      -28-

<PAGE>

     (c)  For purposes of this Section 6.9, if Sections 401(a)(11) and 417 of
          the Code do not apply to a distribution to a Member, the distribution
          may be paid less than thirty (30) days after the notice required under
          Section 1.411(a)-11(c) of the Income Tax Regulations is given,
          provided that:

          (1)  the Plan Administrator clearly informs the Member that such
               Member has a right to a period of at least thirty (30) days after
               receiving the notice to consider the decision of whether or not
               to elect a distribution (and, if applicable, a particular
               distribution option), and

          (2)  the Member, after receiving the notice, affirmatively elects a
               distribution. Notwithstanding any provision of the Plan to the
               contrary that would otherwise limit a Member's election under
               this Section, a Member may elect, at the time and in the manner
               prescribed by the Plan Administrator, to have any portion of an
               Eligible Rollover Distribution paid directly to an Eligible
               Retirement Plan specified by the Member in a Direct Rollover.

     6.10 Participant Loans.

     (a)  The following persons shall be eligible for Plan loans to the extent
          provided in procedures adopted by the Plan Administrator, subject to
          subsection (b) below:

          (1)  Effective from January 1, 1999, through December 31, 2001,
               Participants described in Section 3.1(c).

          (2)  Effective as of August 1, 2001, all Members and beneficiaries.

     (b)  Plan loans to eligible persons described in subsection (a) shall be
          subject to the following conditions:

          (1)  Loans shall be made available to all eligible Participants and
               beneficiaries on a reasonably equivalent basis.

          (2)  Loans shall not be made available to eligible Participants that
               are Highly Compensated Employees in an amount greater than the
               amount made available to other eligible Participants.

          (3)  Loans must bear a reasonable interest rate.

          (4)  Loans must be adequately secured and shall not exceed 50% of the
               value of the Participant's total Account balance.

          (5)  An eligible Participant must obtain the consent of his spouse, if
               any, to use of the Account balance as security for the loan.
               Spousal consent shall be obtained no earlier than the beginning
               of the 90-day period that ends on the date on which the loan is
               to be so secured. The consent must be in writing, must
               acknowledge the effect of the loan and must be witnessed by a
               Plan representative or notary public. Such consent shall
               thereafter be

                                      -29-

<PAGE>

               binding with respect to the consenting spouse or any subsequent
               spouse with respect to that loan. A new consent shall be required
               if the Account balance is used for renegotiation, extension,
               renewal or other revision of the loan. This paragraph (5) shall
               not apply on or after August 1, 2001.

          (6)  The portion of the Participant's Account balance used as a
               security interest held by the Plan by reason of a loan
               outstanding to the Participant shall be taken into account for
               purposes of determining the amount of the Account balance payable
               at the time of death or distribution, but only if the reduction
               is used as repayment of the loan. If less than 100% of the
               Participant's Account balance (determined without regard to the
               preceding sentence) is payable to the surviving spouse, then the
               Account balance shall be adjusted by first reducing the Account
               balance by the amount of the security, used as repayment of the
               loan, and then determining the benefit payable to the surviving
               spouse.

          (7)  No loan to any eligible Participant or beneficiary can be made to
               the extent that such loan would exceed the lesser of (i) $50,000
               reduced by the excess (if any) of the highest outstanding balance
               of loans during the one year period ending on the day before the
               loan is made, over the outstanding balance of loans from the Plan
               on the date the loan is made, or (ii) one-half the value of the
               Account balance of the Participant. For the purpose of the above
               limitation, all loans from all plans of the Employer and other
               members of a group of Employers described in Sections 414(b),
               (c), (m) and (o) of the Code are aggregated. Furthermore, any
               loan shall by its terms require that repayment (principal and
               interest) be amortized in level payments, not less frequently
               than quarterly, over a period not extending beyond five years
               from the date of the loan, unless such loan is used to acquire a
               dwelling unit which within a reasonable time (determined at the
               time the loan is made) will be used as the principal residence of
               the Participant. An assignment or pledge of any portion of the
               Participant's interest in the Plan and a loan, pledge or
               assignment with respect to any insurance contract purchased under
               the Plan, will be treated as a loan under this paragraph.

          (8)  Eligible Participants may not acquire any new loans while any
               existing loans are outstanding.

          (9)  For loans made prior to March 1, 2002, in the event of default,
               foreclosure on the note and attachment of security will not occur
               until a distributable event occurs in the Plan. Effective for
               loans made on or after March 1, 2002, upon the failure of a
               Participant or beneficiary to make loan payments or upon some
               other event of default set forth in the promissory note, or upon
               any other distributable event, such loan shall become due and
               payable, and the unpaid balance of the loan, including unpaid
               interest, may, in the plan administrator's discretion, be charged
               against the participant's vested account balance, and such loan
               and interest

                                      -30-

<PAGE>

               shall be charged against the participant's vested account balance
               before any distribution is made to the participant or a
               beneficiary.

     6.11 Distributions to Alternate Payees. Effective as of January 1, 1999,
the Plan Administrator may direct the Trustee to allow distributions to be made
to an alternate payee pursuant to qualified domestic relations order (as defined
in Section 414(p) of the Code) to commence on the earliest date specified in
such qualified domestic relations order, without regard to whether such
distribution is made or commences prior to the Participant's earliest retirement
age (as defined in Section 414(p)(4)(B) of the Code) or the earliest date that
the Participant could commence receiving benefits under the Plan.

                                      -31-

<PAGE>

                                  ARTICLE VII
                              Investment Elections

     7.1  Investment Funds. The Plan Administrator shall establish a number of
Investment Funds as it shall from time to time determine for the investment of
Members' Accounts. The Plan Administrator, in accordance with 404(c) of the Act,
shall make available at all times at least three investment alternatives, each
of which is diversified and has materially different risk and return
characteristics. The Plan Administrator may change the selected Investment Funds
from time to time as it deems necessary or appropriate.

     The Plan is intended to constitute a plan described in Section 404(c) of
the Act and Section 2550.404c-1 of the Department of Labor regulations such
that, to the extent applicable, the fiduciaries of the Plan may be relieved of
liability for any losses that are the direct and necessary result of the
investment instructions given by the Members and beneficiaries under the Plan.

     7.2  Investment of Accounts. Each Participant may elect to have the total
amount of his Before-Tax Contributions, Matching Contributions and Rollover
Contributions made on his behalf invested in increments of ten (10) percent
(five (5) percent, effective as of the first pay period beginning on or after
July 1, 2002) of such total amount, subject to the rules and procedures
established by the Plan Administrator and applied in a uniform and
nondiscriminatory manner.

     7.3  Investment Transfers. Subject to the rules and procedures established
by the Plan Administrator, each Participant may elect to transfer all or a
portion of the assets in his Account from one Investment Fund to another.

     7.4  Investment Elections. Each Participant may make the elections
described in Section 7.2 by filing an election form with the Plan Administrator
upon becoming a Participant. Such elections may be changed at any time.

     7.5  Transfer of Assets.

     (a)  The Trustee shall transfer moneys or other property from the
          appropriate Investment Fund to the other Investment Fund as may be
          necessary to carry out the aggregate transfer transactions in
          accordance with uniform rules therefor established by the Plan
          Administrator.

     (b)  If at any time the directors and officers of the Corporation and the
          holders of at least ten (10) percent of any class of equity security
          of the Corporation which is registered pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended, as a group, have an
          aggregate beneficial ownership of securities of the Corporation held
          in the Company Stock Fund which constitute more than nineteen and
          one-half (19.5) percent in market value of all securities having a
          readily ascertainable market value held in the Trust, the Trustee
          shall dispose of so much of the securities of the Corporation held in
          the Company Stock Fund for the benefit of such directors, officers and
          ten (10) percent stockholders as is necessary to reduce such aggregate
          beneficial ownership to nineteen and one-half

                                      -32-

<PAGE>

          (19.5) and shall invest the proceeds realized from such disposition
          ratably in such other Investment Funds as each such director, officer
          or ten (10) stockholder shall have directed for the investment of his
          Account or, if no such other direction was made, in the Income
          Accumulation Fund. This subsection 7.5(b) is inserted solely for
          complying with Rule 16a-8(b) promulgated under Section 16 of the
          Securities Exchange Act of 1934, and shall remain in effect until the
          effective date of any rule duly adopted by the Securities and Exchange
          Commission under Section 16 of the Securities Exchange Act of 1934,
          which has the effect of eliminating Rule 16a-8(b).

     7.6  Investment of Retired or Terminated Participants' Accounts. Each
Participant who retires or whose employment terminates and whose Account balance
equals or exceeds $3,500 ($5,000, effective as of January 1, 1999) may elect to
leave such Account balance in the Plan and direct the Plan Administrator to
invest his Account balance in one or more of the Investment Funds available
under the Plan.

                                      -33-

<PAGE>

                                  ARTICLE VIII
                        Accounts and Records of the Plan

     8.1 Accounts and Records. The Accounts and records of the Plan shall be
maintained by the Plan Administrator and shall accurately disclose the status of
the Accounts of each Member or his beneficiary in the Plan. Each Member shall be
advised from time to time, at least once during each Plan Year, as to the status
of his Account.

     8.2 Trust Fund. Each Member shall have an undivided proportionate interest
in the Trust Fund which shall be measured by the proportion that the market
value of his Account bears to the total market value of all Accounts as of the
date that such interest is being determined.

     8.3 Valuation and Allocation of Expenses. As of each Valuation Date, the
Trustee shall determine the fair market value of the Trust Fund after first
deducting any expenses which have not been paid by the Employers. Unless paid by
the Employers and subject to such limitations as may be imposed by the Act or
other applicable law, all costs and expenses incurred in connection with the
general administration of the Plan and the Trust shall be chargeable to the
Trust Fund.

     8.4 Allocation of Earnings and Losses. On each Valuation Date, the Trustee
shall establish new Account balances which shall reflect each Account's proper
portion of the net income earned on, expenses and charges against, and the
appreciation and/or depreciation of the respective Investment Funds in which the
Account has been invested since the previous Valuation Date. In determining such
new Account balances, the Trustee shall adjust the portion of each Participant's
Account invested in each respective Investment Fund on the basis of the actual
investment return experienced by each Investment Fund. For purposes of such
adjustment, all assets of the Trust Fund shall be valued at their fair market
value as of each Valuation Date. In complying with this Section 8.4, the Trustee
shall adopt uniform rules which conform to applicable law and generally accepted
accounting principles.

     8.5 Distribution of Unallocated Employee Contributions. If, on the date of
termination of a Participant's employment, a Participant's Compensation has been
reduced by any amount pursuant to a Compensation reduction form, and such amount
has not yet been allocated to his Before-Tax Contributions Account, the Plan
Administrator shall direct the Employer to pay such amounts to the Trustee to be
credited to the Participant's Before-Tax Contributions Account, to be
distributed by the Trustee in accordance with the method of distribution
determined under Section 6.3.

                                      -34-

<PAGE>

                                   ARTICLE IX

                                    Financing

     9.1  Trust Fund. All contributions under the Plan shall be paid or
transferred into the Trust Fund to be held, managed, invested and distributed in
accordance with the provisions of the Plan and Trust Agreement.

     All assets of the Trust Fund, including investment income, shall be
retained for the exclusive benefit of Participants and their Beneficiaries and
shall be used to pay benefits to such persons and to pay administrative expenses
incurred by the Plan to the extent that such expenses were not paid by the
Corporation. Assets shall not revert or inure to the benefit of the Corporation,
except as provided in Section 9.3 of this Plan.

     All benefits under the Plan shall be distributed solely from the Trust
Fund, and no Employer shall have any liability for benefits not satisfied out of
the Trust Fund.

     9.2  Employer Contributions. The Employers shall, from time to time,
contribute to the Trust Fund such amounts as are required by the provisions of
the Plan, subject to the right of the Corporation to amend, modify, or terminate
the Plan. Notwithstanding the foregoing, effective as of January 1, 2000, the
Employers may make contributions to the Plan in one or more installments at any
time on or after the first day of the Plan Year in which such contributions are
properly allocable under Section 4.1, provided that sufficient contributions
have been paid or delivered to fund periodic allocations as they are credited
pursuant to Section 4.1. In no event shall Employer contributions allocable
under Section 4.1 be paid or delivered later than the time the corresponding
reduction in the Participants' Compensation would be considered to be assets of
the Plan under U.S. Department of Labor Regulation Section 2510.3-102.

     Effective as of January 1, 2000, Employer contributions that are not
immediately allocable under the Plan shall be invested separately, and such
amounts, adjusted for any gains, losses, income and deductions, shall be applied
to reduce Employer contributions otherwise required under the Plan. In the event
that amounts remain unallocated as of the end of any Plan Year, such amounts
shall be allocated in equal dollar amounts to the accounts of all active
Participants that are non-highly compensated employees employed on the last day
of such Plan Year as qualified nonelective contributions within the meaning of
Section 401(m) of the Code.

     Unless the Corporation or the ERISA Executive Committee notifies the
Committee and the Trustee in writing to the contrary, all contributions made by
each Employer are conditioned upon the continued qualification of the Plan and
Trust, as amended, under the Code, and are conditioned upon the deductibility
under Section 404 of the Code of such contributions.

     9.3  Return of Erroneous Contributions. Upon an Employer's request,
contributions (adjusted for losses but not including any gains thereon) made by
the Employer due to a mistake of fact, or conditioned upon the initial
qualification and deductibility as provided in Section 9.2 above, shall be
returned to the Employer within one (1) year after the payment of the
contribution, the denial of qualification or the disallowance of the deduction
(to the extent disallowed), whichever is applicable.

                                      -35-

<PAGE>

     9.4  Employee Rights in Trust Fund. No Employee, by virtue of this Plan,
shall have any right to, or interest in, any part of the Trust Fund, upon
termination of employment or otherwise, except the right to receive such
benefits as may become due to him as provided in the Plan.

     9.5  Liability for Loss. Neither the Corporation, the ERISA Executive
Committee, or the Plan Administrator, nor any Employee, Employer, agent, or
employee or representative of the Corporation or any Employer, in any manner
guarantees the Trust Fund against loss or depreciation, nor shall any of them be
liable, except for its or his own gross negligence or willful misconduct, for
any act or failure to act, done or omitted in good faith under or with respect
to the Plan, except as otherwise provided by law. Neither the Corporation, the
ERISA Executive Committee, or the Plan Administrator, nor any Employee,
Employer, or agent, employee or representative of the Corporation shall be
responsible for any act or failure to act of any Trustee or Trustees, or of any
insurance company or insurance companies appointed by it, to administer the
Trust Fund or any part thereof.

                                      -36-

<PAGE>

                                   ARTICLE X
                           Administration of the Plan

     10.1 Appointment, Resignation, Removal. The Board of Directors shall
appoint an ERISA Executive Committee, consisting of at least three (3)
individuals (who may, but need not be, Participants or directors, officers,
stockholders or Employees of any Employer). The ERISA Executive Committee shall
(i) designate three or more Employees (who may be Participants or officers) to
serve on a committee that shall be the administrator and named fiduciary with
respect to this Plan (the "Plan Administrator"); (ii) authorize the Plan
Administrator to delegate certain of its responsibilities to the
Division/Subsidiary Human Resources Departments; and (iii) make decisions
regarding settlor functions for the Plan. Such appointees to the ERISA Executive
Committee and the Plan Administrator may be removed and replaced at any time by
the respective appointing body with or without cause or notice. Upon the
departure of an appointed Plan Administrator member from employment with the
Corporation, or upon the disaffiliation of any ERISA Executive Committee member
from any and all Employers, such individual shall automatically cease to serve
in such capacity with respect to the Plan and shall be replaced, if desired, by
a successor appointment. The Plan decisions made by the ERISA Executive
Committee regarding settlor functions shall relate solely to such discretionary
matters as the establishment, termination and design of the Plan and shall not
include decisions relating to fiduciary activities subject to Title I of the
Act, except for (i) appointing the Trustee, the investment managers and an
enrolled actuary for the Plan; (ii) reviewing the performance of and conferring
with the Trustee and the investment managers for the Plan; and (iii) reviewing
the annual evaluations of the Plan made by the actuary.

     10.2 Notice to Trustee. Promptly after appointment of the ERISA Executive
Committee and the Plan Administrator and after each change in membership of the
ERISA Executive Committee and the Plan Administrator, the ERISA Executive
Committee or the Plan Administrator shall give written notice to the Trustee of
the names of the members of the ERISA Executive Committee and Plan
Administrator. The Trustee shall not be deemed to be on notice of any change in
membership of the ERISA Executive Committee or the Plan Administrator unless so
notified.

     10.3 Procedure. Both the ERISA Executive Committee and the Plan
Administrator shall act by agreement of a majority of its members, either by
vote at a meeting or in writing without a meeting. By such action, it may
authorize one or more of its members to execute documents and directions on its
behalf. The Trustee and other Plan fiduciaries, upon written notification of
such authorization, shall accept and rely upon such documents and directions
until notified in writing that the authorization issued by the ERISA Executive
Committee or Plan Administrator has been revoked or changed by the entity
issuing such authorization. A Plan Administrator member who is also a
Participant shall not vote or act upon any matter directly affecting any pending
claim for his personal benefits under the Plan. In the event of a deadlock or
other situation which prevents agreement of a majority of the Plan Administrator
members, the matter shall be decided by some special, temporary designee of such
Plan Administrator.

     10.4 Power and Duties. The Plan Administrator shall have specific
responsibilities with respect to the operation and administration of the Plan
and may delegate certain of its responsibilities under the Plan to the
Division/Subsidiary Human Resources Departments as the

                                      -37-

<PAGE>

Plan Administrator shall determine from time to time. The Plan Administrator
shall have the power and duty to do all things necessary or convenient to effect
the intent and purposes of the Plan and not inconsistent with any of the
provisions hereof, whether or not such powers and duties are specifically set
forth herein. In furtherance thereof, the Plan Administrator shall have the sole
discretionary authority to determine all questions arising in administration of
the Plan and to determine all facts pertinent thereto, including, without
limitation, the power to determine the rights or eligibility of Employees,
Participants, and their Beneficiaries and the amount and form of their
respective interests; and the decision thereon of the Plan Administrator shall
be final, conclusive and binding. The Plan Administrator has discretionary
authority to grant or deny benefits under this Plan. Benefits under this Plan
will be paid only if the Plan Administrator decides, in its sole discretion,
that the applicant is entitled to them. Not in limitation but in amplification
of the foregoing, the Plan Administrator shall have power to:

     (a)  Provide rules and regulations for the administration of the Plan,
          including benefit claim review procedures and, from time to time, to
          amend or supplement such rules and regulations.

     (b)  Interpret and construe the Plan and Trust Agreement, and its
          construction thereof in good faith shall be final, conclusive and
          binding.

     (c)  Correct any defect, supply any omission, or reconcile any
          inconsistency in the Plan in such manner and to such extent as it
          shall deem expedient to carry the same into effect, and it shall be
          the sole and final judge of such expediency.

     10.5 Appointment of Secretary and Others. The ERISA Executive Committee and
the Plan Administrator, respectively, may appoint a Secretary and such advisors,
agents and representatives as each shall deem advisable who may, but need not
be, Participants or directors, officers, stockholders or employees of any
Employer.

     10.6 Liability. No member of the ERISA Executive Committee or the Plan
Administrator shall be directly or indirectly responsible or under any liability
by reason of any action or default by him as a member of the ERISA Executive
Committee or the Plan Administrator, or by the exercise of or failure to
exercise any power or discretion as such member, except for his own fraud or
willful misconduct, and no member of the ERISA Executive Committee or the Plan
Administrator shall be liable in any way for the acts or defaults of any other
member of the ERISA Executive Committee or the Plan Administrator or any of its
advisors, agents or representatives. The Employers collectively, unless
otherwise agreed among themselves, shall indemnify and save harmless each member
of the ERISA Executive Committee and the Plan Administrator against any and all
expenses and liabilities arising out of his own membership on the ERISA
Executive Committee or the Plan Administrator, except expenses and liabilities
arising out of his own fraud or willful misconduct. The fact that any member of
the ERISA Executive Committee or the Plan Administrator is a Participant or a
director, officer, stockholder or employee of any Employer shall not disqualify
him from doing any act or thing which the Plan or applicable law authorizes or
requires him to do as a member of such ERISA Executive Committee or the Plan
Administrator (except as otherwise provided in Section 10.3 with respect to a
member who is a Participant) or render him accountable for any allowance,
distribution or other profit or advantage received by him.

                                      -38-

<PAGE>

     10.7  Compensation and Expenses. The members of the ERISA Executive
Committee and the Plan Administrator (except those who are full-time employees
of any Employer) may receive such reasonable compensation for their services as
may be allowed from time to time by the Plan and as may be consistent with
Section 408(c)(2) of the Act. Except as otherwise provided in Section 10.6,
ERISA Executive Committee and Plan Administrator members shall be entitled to
receive or be reimbursed for their reasonable expenses incurred in connection
with the Plan. Any such compensation and expenses and actuarial fees and other
expenses incurred by such members shall be paid by the Employers (in addition to
their contributions under the Plan); provided, however, that the ERISA Executive
Committee may, in its discretion, determine that all or part thereof shall be
payable out of the Trust Fund, in which case the Plan Administrator shall so
direct the Trustee.

     10.8  Information Furnished to Plan Administrator. Each participating
Employer shall furnish to the Plan Administrator in writing such information as
the Plan Administrator may request in the exercise of its powers and duties in
the administration of the Plan. Such information may include, but shall not be
limited to, the names of Employees, their Compensation, and their dates of
birth, employment, termination of employment, retirement or death. Such
information shall be conclusive for all purposes of the Plan, and the Plan
Administrator shall be entitled to rely thereon without any investigation
thereof; provided, however, that the Plan Administrator may correct any errors
discovered in any such information.

     10.9  Examination by Members. The Plan Administrator shall make available
to each Member for examination by him upon his request, at the offices of his
Employer, a copy of the Plan and such of its records or copies thereof as may
pertain to any benefits of such Member under the Plan.

     10.10 Nondiscriminatory Action. In the exercise of any power or discretion
conferred by the Plan or Trust Agreement upon the Plan Administrator, it shall
not take any action or direct the Trustee to take any action in respect to any
of the rights, benefits or obligations of Employees under the Plan which would
be discriminatory in favor of Employees of any Employer who are officers,
shareholders, or Highly Compensated Employees so as to violate Section 401(a)(4)
of the Code.

                                      -39-

<PAGE>

                                   ARTICLE XI
                            Amendment and Termination

     11.1 Amendment. The Corporation shall have the right, in its sole and final
discretion, by action of its Board of Directors or the ERISA Executive
Committee, to amend the Plan at any time and from time to time, with or without
retroactive effect, to any extent which such party may deem advisable; provided,
however, that no amendment (other than an amendment required by the Internal
Revenue Service as a condition for its approval of the Plan and Trust as
qualifying under Sections 401(a) and 501(a) of the Code) shall retroactively
decrease the benefits of any Member without prior Internal Revenue Service
approval, increase the duties or responsibilities of the Trustee without its
written consent, or cause any part of the Trust Fund to be used for, or diverted
to, any purpose other than the exclusive benefit of Members and their
beneficiaries, except as provided under Section 11.2 below.

     11.2 Termination.

     (a)  The Corporation shall have the right, in its sole and final
          discretion, by action of its Board of Directors or the ERISA Executive
          Committee, at any time to terminate the Plan, in whole or in part. A
          certified copy of the resolution taking such action shall be delivered
          to the Trustee, and the Plan shall be terminated as of the date of
          termination specified in such resolution. The Plan shall also
          terminate upon the cessation of business operations by all Employers,
          provided no successor or assign of any Employer shall thereupon adopt
          the Plan and become a party to the Trust Agreement.

     (b)  The Plan shall terminate upon the cessation of business operations by
          the Corporation, provided no successor or assign shall adopt the Plan.

     (c)  Upon termination of the Plan, the ERISA Executive Committee shall
          determine and direct the Trustee accordingly from among the following
          methods, as to the method of discharging and satisfying all
          obligations on behalf of Members (after provision is made for expenses
          of such termination): by the continuation or amendment of the Trust,
          or the making of one or more new trusts, and the payment therefrom of
          benefits as they become due in accordance with the provisions of the
          Plan in effect immediately prior to its termination; by the
          continuation, amendment or purchase of one or more group or individual
          retirement annuity contracts from an insurance company or companies;
          by the liquidation and distribution of the assets of the Trust Fund;
          or by any combination of such methods. Distribution upon such Plan
          termination may be made, in whole or in part, to the extent that no
          discrimination in value results, in cash, in securities or in other
          assets of any kind, including insurance or annuity contracts, as the
          ERISA Executive Committee in its discretion may determine, having
          regard for the nature of the Trust Fund. In making such distributions,
          any and all appraisals, valuations, allocations and segregations made
          by the Plan Administrator, and all actuarial determinations,
          valuations, methods and assumptions made by the Plan actuary, shall be
          final and binding. Upon termination of the Plan, the benefit of any
          Highly Compensated Employee shall

                                      -40-

<PAGE>

          be limited to a benefit that is nondiscriminatory under Code Section
          401(a)(4) and Treasury Regulations Section 1.401(a)(4)-5(b)(2).

     (d)  In the case of the termination or partial termination of the Plan, or
          complete discontinuance of Employer contributions to the Plan, the
          rights of affected Members to their Accounts under the Plan as of the
          date of the termination or discontinuance shall be nonforfeitable.
          Subject to subsection (c) of this Section 11.2, the total amount in
          each Member's Account shall be distributed, as the Corporation shall
          direct, to him or for his benefit or continued in trust for his
          benefit.

     11.3 Termination of Employer Participation. Any Employer shall have the
right at any time, in its sole and final discretion, by action of its board of
directors, to terminate its participation as an Employer in the Plan without
affecting the continuation of the Plan with respect to the remaining Employer or
Employers. A certified copy of the resolution of the board of directors of such
Employer shall be delivered to the Trustee, and the participation of such
Employer shall be terminated as of the date of termination specified in such
resolution. The participation of any Employer in the Plan shall also terminate
upon the cessation of business operations by such Employer with no successor or
assign which shall adopt the Plan and become a Participating Employer.

     11.4 Effect of Bankruptcy and Other Contingencies Affecting an Employer. In
the event an Employer terminates its connection with the Plan, or in the event
an Employer is dissolved, liquidated, or shall by appropriate legal proceedings
be adjudged bankrupt, or in the event judicial proceedings of any kind result in
the involuntary dissolution of an Employer, the Plan shall be terminated with
respect to such Employer. In the event of a merger, consolidation, or
reorganization of an Employer, or the sale by it of all or substantially all of
the Employer's assets, the Employer may request that the successor or purchaser
be substituted for the Employer by means of a written instrument whereby the
successor or purchaser agrees to be substituted for the Employer and requests
and agrees to perform all the provisions hereof that the Employer is required to
perform. Upon the receipt of said instrument, with the approval of the
Corporation, the successor or purchaser shall be substituted for such Employer
herein, and such Employer shall be relieved and released from any obligations of
any kind, character, or description herein or in any trust agreement imposed
upon it.

                                      -41-

<PAGE>

                                  ARTICLE XII
                              Top-Heavy Provisions

     12.1 Application of Top-Heavy Provisions.

     (a)  Single Plan Determination. Except as provided in subsection (b)(2), if
          as of a Determination Date, the sum of the amount of the Code Section
          416 Accounts of Key Employees and the beneficiaries of deceased Key
          Employees exceeds sixty (60) percent of the amount of the Code Section
          416 Accounts of all Employees and beneficiaries (excluding former Key
          Employees), the Plan is top-heavy and the provisions of this Article
          shall become applicable.

     (b)  Aggregation Group Determination.

          (1)  If as of a Determination Date this Plan is part of an Aggregation
               Group which is top-heavy, the provisions of this Article shall
               become applicable. Top-heaviness for the purpose of this
               subsection shall be determined with respect to the Aggregation
               Group in the same manner as described in subsection (a) above.

          (2)  If this Plan is top-heavy under subsection (a), but the
               Aggregation Group is not top-heavy, the Plan shall not be
               top-heavy and this Article shall not be applicable.

     (c)  Plan Administrator. The Plan Administrator shall have responsibility
          to make all calculations to determine whether this Plan is top-heavy.

     12.2 Definitions.

     (a)  "Aggregation Group" means this Plan and all other plans maintained by
          the Employers and nonparticipating Affiliates which cover a Key
          Employee and any other plan which enables a plan covering a Key
          Employee to meet the requirements of Code Section 401(a)(4) or Section
          410. In addition, at the election of the Plan Administrator, the
          Aggregation Group may be expanded to include any other qualified plan
          maintained by an Employer or nonparticipating Affiliate if such
          expanded Aggregation Group meets the requirements of Code Sections
          401(a)(4) and 410.

     (b)  "Determination Date" means the last day of the Plan Year immediately
          preceding the Plan Year for which top heaviness is to be determined
          or, in the case of the first Plan Year of a new plan, the last day of
          such Plan Year.

     (c)  "Determination Period" means the Plan Year containing the
          Determination Date and the four preceding Plan Years. Notwithstanding
          the foregoing, effective for Plan Years beginning after December 31,
          2001, "Determination Period" means the Plan Year containing the
          Determination Date.

                                      -42-

<PAGE>

(d)  "Key Employee" means a Member or former Member who, at any time during the
     Determination Period was -

     (1)  an officer of an Employer or nonparticipating Affiliate who has annual
          Wages greater than one hundred and fifty (150) percent of the amount
          in effect under Code Section 415(c)(l)(A) for such Plan Year or,
          effective for Plan Years beginning after December 31, 2001, greater
          than $130,000 (as adjusted under Code Section 416(i)(1)); provided,
          however, that no more than the lesser of -

          (A)  fifty (50) Employees, or

          (B)  the greater of (i) three (3) Employees, or (ii) ten (10) percent
               of all Employees, shall be treated as officers, and such officers
               shall be those with the highest annual Wages in the five (5) year
               period;

     (2)  one of the ten (10) Employees having annual Wages from all Employers
          and nonparticipating Affiliates for such Plan Year greater than the
          dollar limit specified in Code Section 415(c)(1)(A) and owning both
          more than a one-half of 1 (0.5) percent interest and the largest
          interests in an Employer or nonparticipating Affiliate, provided,
          however, that this paragraph (2) shall not apply for Plan Years
          beginning after December 31, 2001;

     (3)  a five (5) percent owner of an Employer or nonparticipating Affiliate;
          or

     (4)  a one (l) percent owner of an Employer or nonparticipating Affiliate
          having annual Wages of more than one hundred and fifty thousand
          dollars ($150,000), as adjusted.

          Ownership shall be determined in accordance with Code Sections
          416(i)(1)(B) and (C). For purposes of paragraph (2), if two (2)
          Employees have the same ownership interest in an Employer or
          nonparticipating Affiliate, the Employee having the greater annual
          Wages from the Employers and nonparticipating Affiliates shall be
          treated as having a larger interest.

(e)  "Section 416 Account" means -

     (1)  the amount credited as of a Determination Date to a Member's or
          beneficiary's account under this Plan and under any other qualified
          defined contribution plan which is part of an Aggregation Group
          (including amounts to be credited as of the Determination Date but
          which have not yet been contributed);

     (2)  the present value of the accrued benefit credited to a Member or
          beneficiary under a qualified defined benefit plan which is part of an
          Aggregation Group; and

                                      -43-

<PAGE>

     (3)  for Plan Years beginning on or before December 31, 2001, the amount of
          distributions to the Member or beneficiary during the five (5) year
          period ending on the Determination Date other than a distribution
          which is a tax-free rollover contribution (or similar transfer) that
          is not initiated by the Member or that is contributed to a plan which
          is maintained by an Employer or nonparticipating Affiliate; or

     (4)  for Plan Years beginning after December 31, 2001, the amount of
          distributions to the Member or beneficiary during the one (1) year
          period ending on the Determination Date other than a distribution
          which is a tax-free rollover contribution (or similar transfer) that
          is not initiated by the Member or that is contributed to a plan which
          is maintained by an Employer or nonparticipating Affiliate, including
          any distributions under a terminated plan which, had it not been
          terminated, would have been aggregated with the Plan under Section
          416(g)(2)(A)(i) of the Code. In the case of a distribution made for a
          reason other than separation from service, severance from employment,
          death, or disability, the phrase "five (5) year period" shall be
          substituted for the phrase "one (1) year period;"

     reduced by -

     (5)  the amount of rollover contributions (or similar transfers) and
          earnings thereon credited as of a Determination Date under the Plan or
          a plan forming part of an Aggregation Group which is attributable to a
          rollover contribution (or similar transfer) accepted after December
          31, 1983, initiated by the Member and derived from a plan not
          maintained by an Employer or nonparticipating Affiliate.

     The Account of a Member who was a Key Employee and who subsequently meets
     none of the conditions of subsection (d) for the Plan Year containing the
     Determination Date is not a Section 416 Account and shall be excluded from
     all computations under this Article. Furthermore, if a Member has not
     performed Services for an Employer or nonparticipating Affiliate during the
     five (5) year period (or, effective for Plan Years beginning after December
     31, 2001, the one (1) year period) ending on the Determination Date, any
     account of such Member (and any accrued benefit for such Member) shall not
     be taken into account in computing top-heaviness under this Article.

(f)  "Wages" means the Member's compensation, determined pursuant to Section
     415(c)(3) of the Code.

12.3 Minimum Contribution.

(a)  General. If this Plan is determined to be top-heavy under the provisions of
     Section 12.1 with respect to a Plan Year, the sum of Employer contributions
     and forfeitures under all qualified defined contribution plans allocated to
     the accounts of each Member in the Aggregation Group who is not a Key
     Employee and is an

                                      -44-

<PAGE>

          Employee on the last day of the Plan Year shall not be less than the
          lesser of three (3) percent of such Member's Wages or, in the case
          where the Employer has no defined benefit plan which designates this
          Plan to satisfy the requirements of Section 401(a) of the Code, the
          largest percentage of Employer contributions and forfeitures allocated
          on behalf of any Key Employee for that year, expressed as a percentage
          of such Key Employee's compensation (as limited by Section 401(a)(17)
          of the Code).

          If the Employer maintains another defined contribution plan in
          addition to this Plan, the minimum contribution and benefit
          requirements for both plans in a top-heavy Plan Year shall be
          satisfied by a single allocation of Employer contributions to the
          Account of each non-Key Employee under this Plan. If the Employer
          maintains a defined benefit plan in addition to this Plan, the minimum
          contribution and benefit requirements for both plans in a top-heavy
          Plan Year shall be satisfied by a single allocation of Employer
          contributions to the Account of each non-Key Employee in the amount of
          five (5) percent of the non-Key Employee's Wages.

     (b)  Matching Contributions. Effective for Plan Years beginning after
          December 31, 2001, any Employer matching contributions shall be taken
          into account for purposes of satisfying the requirements of subsection
          (a). The preceding sentence shall apply with respect to any matching
          contributions under this Plan or, if the minimum required contribution
          is met in another plan, such other plan. Employer matching
          contributions that are used to satisfy the minimum contribution
          requirements shall be treated as matching contributions for purposes
          of the actual contribution percentage test and other requirements of
          Code Section 401(m).

     (c)  Exception. The contribution rate specified in subsection (a) shall not
          exceed the percentage at which Employer contributions and forfeitures
          are allocated under the plans of the Aggregation Group to the account
          of the Key Employee for whom such percentage is the highest for the
          Plan Year. For the purpose of this subsection (c), the percentage for
          each Key Employee shall be determined by dividing the Employer
          contributions and forfeitures for the Key Employee by the amount of
          his total Wages for the year not in excess of the limit under Code
          Section 401(a)(17).

     12.4 Limit on Annual Additions: Combined Plan Limit.

     (a)  General. If this Plan is determined to be top-heavy under Section
          12.1, Section 4.3(b) of this Plan shall be applied by substituting 1.0
          for 1.25 in applying the provisions of Code Section 415(e)(2) and
          (e)(3). This Section 12.4 shall not apply as of January 1, 2000.

     (b)  Exception. Subsection (a) shall not be applicable if -

          (1)  Section 12.3 is applied by substituting "4 percent" for "3
               percent," and

                                      -45-





<PAGE>

          (2)  this Plan would not be top-heavy if "90 percent" is substituted
               for "60 percent" in Section 12.1.

     (c)  If, but for this subsection (c), subsection (a) would begin to apply
          with respect to the Plan, the application of subsection (a) shall be
          suspended with respect to a Member so long as there are -

          (1)  no Employer contributions, forfeitures, or voluntary
               nondeductible contributions allocated to such Member, and

          (2)  no accruals under a qualified defined benefit plan for such
               Member.

     12.5 Limit on Annual Wages Taken into Account. If this Plan is determined
to be top-heavy under Section 12.1, the annual Wages of each Employee that may
be taken into account under the Plan shall not exceed one hundred and fifty
thousand dollars ($150,000), as adjusted by the Secretary of the Treasury under
Code Section 401(a)(17). Notwithstanding the foregoing, effective for Plan Years
beginning after December 31, 2001, the annual Wages for each Employee taken into
account under the Plan shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code.

     12.6 Collective Bargaining Agreements. The requirements of this Article XII
shall not apply with respect to any Employee included in a unit of Employees
covered by a collective bargaining agreement between Employee representatives
and an Employer or nonparticipating Affiliate if retirement benefits were the
subject of good faith bargaining between such Employee representatives and such
Employer or nonparticipating Affiliate.

                                      -46-

<PAGE>

                                  ARTICLE XIII
                         EXTENSION OF PLAN TO AFFILIATES

     13.1 Participation in the Plan. Any Affiliate which desires to become an
Employer hereunder may elect, with the consent of the Board of Directors, to
become a party to the Plan and Trust Agreement by adopting the Plan for the
benefit of its eligible Employees, effective as of the date specified in such
adoption -

     (a)  by filing with the Corporation a certified copy of a resolution of its
          board of directors to that effect and such other instruments as the
          Corporation may require; and

     (b)  by the Corporation's filing with the then Trustee or insurance company
          a copy of such resolution, together with a certified copy of
          resolutions of the Board of Directors approving such adoption.

The adoption resolution or decision may contain such specific changes and
variations in Plan or Trust Agreement terms and provisions applicable to such
adopting Employer and its Employees as may be acceptable to the Corporation and
the Trustee or insurance company. However, the sole, exclusive right of any
other amendment of whatever kind or extent to the Plan or Trust Agreement is
reserved by the Corporation. The Corporation may not amend specific changes and
variations in the Plan or Trust Agreement terms and provisions as adopted by the
Employer in its adoption resolution without the consent of such Employer. The
adoption resolution or decision shall become, as to such adopting organization
and its employees, a part of this Plan as then amended or thereafter amended and
the related Trust Agreement. It shall not be necessary for the adopting
organization to sign or execute the original or then amended Plan and Trust
Agreement documents. The coverage date of the Plan for any such adopting
organization shall be that stated in the resolution or decision of adoption, and
from and after such effective date, such adopting organization shall assume all
the rights, obligations, and liabilities of an individual employer entity
hereunder and under the Trust Agreement. The administrative powers and control
of the Corporation, as provided in the Plan and Trust Agreement, including the
sole right to amendment, and of appointment and removal of the Plan
Administrator, the Trustee, and their successors, shall not be diminished by
reason of the participation of any such adopting organization in the Plan and
Trust Agreement.

                                      -47-

<PAGE>

                                   ARTICLE XIV
                                  MISCELLANEOUS

     14.1 Incompetency. Whenever and as often as any person entitled to receive
a distribution under the Plan shall be under a legal disability or, in the sole
judgment of the Plan Administrator, shall otherwise be unable to care for such
distributions to his own best interest and advantage, the Plan Administrator, in
the exercise of its discretion, may direct such distributions to be made in any
one or more of the following ways:

     (a)  directly to such person;

     (b)  to his spouse;

     (c)  to his legal guardian or conservator; or

     (d)  to any other person to be held and used for his benefit.

The decision of the Plan Administrator shall, in each case, be final and binding
upon all parties, and any distribution made pursuant to the power herein
conferred on the Plan Administrator shall, to the extent so made, be a complete
discharge of the obligations under the Plan of the Employers, the Trustee, and
the Plan Administrator in respect of such person.

     14.2 Nonalienation. Except as permitted under Code Section 401(a)(13) and
Section 206(d) of the Act, neither benefits payable at any time under the Plan
nor the corpus or income of the Trust Fund shall be subject in any manner to
alienation, sale, transfer, assignment, pledge, attachment, garnishment, or
encumbrance of any kind. Any attempt to alienate, sell, transfer, assign,
pledge, or otherwise encumber any such benefit, whether presently or thereafter
payable, shall be void. No benefit nor the Trust Fund shall in any manner be
liable for or subject to the debts or liabilities of any Member or of any other
person entitled to any benefit. The foregoing shall not apply to a qualified
domestic relations order, as defined in Section 414(p) of the Code. The Plan
Administrator shall establish procedures to determine whether domestic relations
orders are "qualified domestic relations orders" and to administer distributions
under such qualified domestic relations orders.

     14.3 Applicable Law. The Plan and all rights hereunder shall be governed by
and construed in accordance with the laws of the State of Iowa to the extent
such laws have not been preempted by applicable federal law.

     14.4 Severability. If a provision of this Plan shall be held illegal or
invalid, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included in this Plan.

     14.5 No Guarantee. Neither the Plan Administrator, the Corporation, the
Employers, nor the Trustee in any way guarantees the Trust Fund from loss or
depreciation or the payment of any money which may be or become due to any
person from the Trust Fund. Nothing herein contained shall be deemed to give any
Participant, Member, or beneficiary an interest in any specific part of the
Trust Fund or any other interest except the right to receive benefits out of the
Trust Fund in accordance with the provisions of the Plan and the Trust.

                                      -48-

<PAGE>

     14.6 Merger, Consolidation, or Transfer. In the case of any merger or
consolidation of the Plan with, or in the case of any transfer of assets or
liabilities of the Plan to or from, any other plan, each Member shall receive a
benefit immediately after the merger, consolidation, or transfer (if the Plan
had then terminated) which is equal to or greater than the benefit he would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated).

     14.7 Internal Revenue Service Approval. It is the intention of the
Corporation to obtain a ruling or rulings by the District Director of Internal
Revenue that -

     (a)  the Plan, as in effect from time to time, with respect to all
          Employers, meets the requirements of Code Section 401(a); and

     (b)  any and all contributions made by the Employers under the Plan are
          deductible for income tax purposes under Section 404(a) or any other
          applicable provisions of the Code.

     14.8 No Enlargement of Employee Rights. Nothing contained in the Plan shall
be deemed to give any Employee the right to be retained in the service of an
Employer or to interfere with the right of an Employer to discipline, discharge,
or retire any Employee at any time.

     14.9 Appeals from Denial of Claims. If any claim for benefits under the
Plan is wholly or partially denied, the claimant shall be given notice in
writing within a reasonable period of time after receipt of the claim by the
Plan not to exceed ninety (90) days after receipt of the claim. If special
circumstances require an extension of time, written notice of the extension
shall be furnished to the claimant by registered or certified mail, and an
additional ninety (90) days will be considered reasonable. Effective for claims
filed on or after January 1, 2002, a claimant shall be notified of the need for
extension, the special circumstances that warrant the extension, and the date by
which the Plan expects to render a decision within the initial ninety (90) day
period.

     Notice of a claim denial shall be written in a manner calculated to be
understood by the claimant, setting forth the following information:

     (a)  the specific reasons for such denial;

     (b)  specific reference to pertinent Plan provisions on which the denial is
          based;

     (c)  a description of any additional material or information necessary for
          the claimant to perfect the claim and an explanation of why such
          material or information is necessary;

     (d)  an explanation of the Plan's claim review procedure; and

     (e)  for claims filed on or after January 1, 2002, a statement of the
          claimant's right to bring action under Section 502(a) of the Act
          following an adverse benefit determination on review.

                                      -49-

<PAGE>

If no decision is received within the above time period, the claim shall be
deemed denied.

     The claimant also shall be advised that he or his duly authorized
representative may request a review by the Plan Administrator of the decision
denying the claim by filing with the Plan Administrator, within sixty (60) days
after such notice has been received by the claimant, a written request for such
review, and that he may review pertinent documents and submit issues and
comments in writing within the same sixty (60) day period. Effective for claims
filed on or after January 1, 2002, the claimant shall be entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant's claim for
benefits.

     If a request for review is so filed, such review shall be made by the Plan
Administrator within sixty (60) days after receipt of such request, unless
special circumstances require an extension of time for processing, in which case
the claimant shall be so notified and a decision shall be rendered as soon as
possible, but not later than one hundred and twenty (120) days after receipt of
the request for review. Effective for claims filed on or after January 1, 2002,
a claimant shall be notified of the need for extension, the special
circumstances that warrant the extension, and the date by which the Plan expects
to render a decision within the initial sixty (60) day period.

     The claimant shall be given written notice of the decision resulting from
such review, which notice shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision is based. For
claims filed on or after January 1, 2002, a notice denying a claim shall also
include a statement that the claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to the claim for benefits and notifying the claimant
of his right to bring an action under Section 502(a) of the Act. If no decision
is received within the above time period, the claim on review shall be deemed
denied.

     If applicable, claims for benefits due to disability filed on or after
January 1, 2002, shall be decided in accordance with Section 2560.503-1 of the
Department of Labor regulations.

     14.10 Notice of Address and Missing Persons. Each person entitled to
benefits under the Plan must file with the Plan Administrator, in writing, his
post office address and each change of post office address. Any communication,
statement, or notice addressed to such a person at his latest reported post
office address will be binding upon him for all purposes of the Plan, and
neither the Plan Administrator nor the Employers, Trustee, or insurance company
shall be obliged to search for or ascertain his whereabouts. In the event that
such person cannot be located, the Plan Administrator may direct that such
benefit and all further benefits with respect to such person shall be
discontinued, all liability for the payment thereof shall terminate and the
balance in such Member's Account shall be deemed a forfeiture; provided,
however, that in the event of the subsequent reappearance of the Member or
beneficiary prior to termination of the Plan, the benefits which were due and
payable and which such person missed shall be paid in a single sum, and the
future benefits due such person shall be reinstated in full.

                                      -50-

<PAGE>

     14.11 Data and Information for Benefits. All persons claiming benefits
under the Plan must furnish to the Plan Administrator or its designated agent
such documents, evidence, or information as the Plan Administrator or its
designated agent consider necessary or desirable for the purpose of
administering the Plan; and such person must furnish such information promptly
and sign such documents as the Plan Administrator or its designated agent may
require before any benefits become payable under the Plan.

     14.12 Effect of a Mistake. In the event of a mistake or misstatement as to
the eligibility, participation, or service of any Member, or the amount of
payments made or to be made to a Member or beneficiary, the Plan Administrator
shall, if possible, cause to be withheld or accelerated or otherwise make
adjustment of such amounts of payments as will in its sole judgment result in
the Member or beneficiary receiving the proper amount of payments under this
Plan.

                               * * * * * * * * * *

     IN WITNESS WHEREOF, Maytag Corporation has caused this instrument to be
executed by its duly authorized officers on this _______ day of ______________,
2002, effective as of January 1, 1997.

                                          MAYTAG CORPORATION
ATTEST:
                                          By ______________________________
                                                 Senior Vice President
                                                    Human Resources

By ______________________________
            Secretary

                                      -51-

<PAGE>

                                    EXHIBIT I

The following groups of hourly Employees of the Employer shall be "Eligible
Employees" for purposes of the Plan and shall be eligible to participate in the
Plan following completion of the applicable Probationary Period:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
    Hourly Employee Group                                                   Probationary Period
    ---------------------                                                   -------------------
<S>                                                                         <C>
---------------------------------------------------------------------------------------------------------------------
    1.   Any person who is employed by the Employer on an hourly basis      30 days of Service
         at Jefferson City, Missouri;

---------------------------------------------------------------------------------------------------------------------
    2.   Any person employed by the Employer on an hourly basis at the      30 days of Service
         Jackson, Tennessee location;

---------------------------------------------------------------------------------------------------------------------
    3.   Those Employees employed by the Employer on or before April 18,    The Probationary Period set pursuant
         1989, on an hourly basis as office employees at the, Galesburg,    to the collective bargaining
         Illinois Plant, who are members of Local 444, Office and           agreement between the Employer and
         Professional Employees International Union, AFL-CIO, and who       Local 444, Office and Professional
         made a one time election on that date to be eligible for this      Employees International Union, AFL-CIO
         Plan, and those Employees employed after April 18, 1989, on an
         hourly basis as office employees at the above location;

---------------------------------------------------------------------------------------------------------------------
    4.   Any person employed by The Hoover Company I L.P. on an hourly      30 days of Service
         basis and who is a member of the security force in Canton,
         North Canton or Jackson Township/Stark County, Ohio Plants;

---------------------------------------------------------------------------------------------------------------------
    5.   Any person who is employed by The Hoover Company I L.P.on an       30 days of Service
         hourly basis at the El Paso, Texas Plant;

---------------------------------------------------------------------------------------------------------------------
    6.   Any person who is employed on an hourly basis by the Employer      30 days of Service
         in the Milan, Tennessee Plant;

---------------------------------------------------------------------------------------------------------------------
    7.   Any person who is employed by the Employer as a union-hourly       The Probationary Period set pursuant
         paid guard at Newton Laundry Products, Newton, Iowa;               to the collective bargaining
                                                                            agreement between the Employer and
                                                                            Local 444, Office and Professional
                                                                            Employees International Union, AFL-CIO

---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       A

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
    Hourly Employee Group                                                   Probationary Period
    ---------------------                                                   -------------------
<S>                                                                         <C>
---------------------------------------------------------------------------------------------------------------------
    8.   Any person who is employed by the Employer on an hourly basis      The Probationary Period set pursuant
         at the Herrin, Illinois Plant, and who are represented by the      to the collective bargaining
         Office and Professional Employees International Union, Local 13;   agreement between the Employer and
                                                                            Local 13, Office and Professional
                                                                            Employees International Union

---------------------------------------------------------------------------------------------------------------------
    9.   Any person who is employed on the hourly payroll as a              The Probationary Period set pursuant
         production or maintenance employee at the, Galesburg, Illinois     to the collective bargaining
         Plant who is a member of Midwest Lodge No. 2063, International     agreement between the Employer and
         Association of Machinist and Aerospace Workers, AFL-CIO on or      Midwest Lodge No. 2063, International
         after January 1, 1995, and who elected to be eligible to           Association of Machinist and
         participate in this Plan in lieu of receiving a twenty-two         Aerospace Workers, AFL-CIO
         dollar ($22) benefit from the Maytag Corporation Employees
         Retirement Plan;

---------------------------------------------------------------------------------------------------------------------
    10.  Effective on or before April 23, 1998, any person who is           30 days of Service
         employed by the Employer on an hourly basis at the Clarence,
         Missouri Plant, other than a director of the Employer who is
         not otherwise regularly employed by the Employer;

---------------------------------------------------------------------------------------------------------------------
    11.  Any person employed by Maytag Customer Service on an hourly        The Probationary Period set pursuant
         basis;                                                             to the collective bargaining
                                                                            agreement between the Maytag Customer
                                                                            Service and the union representing
                                                                            hourly Eligible Employees of Maytag
                                                                            Customer Service

---------------------------------------------------------------------------------------------------------------------
    12.  Any person employed by Dixie-Narco located in Williston, South     90 days of Service
         Carolina on an hourly basis;

---------------------------------------------------------------------------------------------------------------------
    13.  Any person employed by Cleveland Cooking Products located in       30 days of Service
         Cleveland, Tennessee on an hourly basis;

---------------------------------------------------------------------------------------------------------------------
    14.  Effective as of January 1, 2000, any person employed by Jade       30 days of Service
         Products located in Commerce, California on an hourly basis;

---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       B

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
    Hourly Employee Group                                                   Probationary Period
    ---------------------                                                   -------------------
<S>                                                                         <C>
---------------------------------------------------------------------------------------------------------------------
    15.  Effective January 1, 1999, through December 21, 2001, any          30 days of Service
         person employed by G.S. Blodgett Corporation located in
         Burlington, Vermont on an hourly basis;

---------------------------------------------------------------------------------------------------------------------
    16.  Effective January 1, 1999, through December 21, 2001, any          30 days of Service
         person employed by Pitco-Frialator located in Bow, New
         Hampshire on an hourly basis;

---------------------------------------------------------------------------------------------------------------------
    17.  Effective January 1, 1999, through June 30, 2001, any person       30 days of Service
         employed by Magikitch'n located in Quakertown, Pennsylvania on
         an hourly basis;

---------------------------------------------------------------------------------------------------------------------
    18.  Effective as of January 1, 2001, any person who is employed by     30 days of Service
         the Employer on an hourly basis at the Herrin Laundry Products,
         Illinois Plant on or before June 10, 2000, whose terms of
         employment are covered by the collective bargaining agreement
         between the Corporation and the International Association of
         Machinists Local 554, and who made a one time election to
         participate in the Plan, and those persons hired by the
         Employer to work on an hourly basis on or after June 11, 2000,
         at the above location;

---------------------------------------------------------------------------------------------------------------------
    19.  Effective as of January 1, 2002, any person who is employed by     30 days of Service
         the Employer on an hourly basis at the Florence, South Carolina
         or Searcy, Arkansas locations; and

---------------------------------------------------------------------------------------------------------------------
    20.  Effective as of January 1, 2002, any person who is employed by     The Probationary Period set pursuant
         the Employer on an hourly basis at the Amana, Iowa location.       to the collective bargaining
                                                                            agreement between the Employer and
                                                                            the union representing hourly
                                                                            Eligible Employees working at the
                                                                            Amana, Iowa location

---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       C

<PAGE>

                     MAYTAG CORPORATION SALARY SAVINGS PLAN

            (As Amended and Restated Effective as of January 1, 1997)

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                       <C>
ARTICLE I  The Plan .........................................................  1
    1.1    Establishment and Amendment of the Plan ..........................  1
    1.2    Applicability of Plan ............................................  1
    1.3    Purpose of the Plan ..............................................  1

ARTICLE II Definitions ......................................................  2
    2.1    Definitions ......................................................  2
           (a)   Account ....................................................  2
           (b)   Act ........................................................  3
           (c)   Affiliate ..................................................  3
           (d)   Before-Tax Contributions ...................................  3
           (e)   Board ......................................................  3
           (f)   Code .......................................................  3
           (g)   Corporation ................................................  3
           (h)   Compensation ...............................................  3
           (i)   Effective Date .............................................  5
           (j)   Eligible Employee ..........................................  5
           (k)   Employee ...................................................  6
           (l)   Employer ...................................................  6
           (m)   Excess Deferrals ...........................................  6
           (n)   Highly Compensated Employee ................................  6
           (o)   Hour of Service ............................................  7
           (p)   Investment Fund ............................................  7
           (q)   Leased Employee ............................................  7
           (r)   Matching Contributions .....................................  8
           (s)   Member .....................................................  8
           (t)   Participant ................................................  8
           (u)   Plan .......................................................  8
           (v)   Plan Administrator .........................................  8
           (w)   Plan Year ..................................................  8
           (x)   Probationary Period ........................................  8
           (y)   Rollover Contributions .....................................  8
           (z)   Service ....................................................  8
           (aa)  Trust Agreement ............................................  9
           (bb)  Trustee ....................................................  9
           (cc)  Trust Fund .................................................  9
           (dd)  Valuation Date .............................................  9
    2.2    Gender and Number ................................................  9

ARTICLE III Participation and Service ....................................... 10
    3.1    Participation .................................................... 10
    3.2    Duration of Participation ........................................ 11
    3.3    Leased Employees ................................................. 11
    3.4    Reemployment of a Participant .................................... 12
</TABLE>


<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----

<S>                                                                                          <C>
ARTICLE IV Contributions ...................................................................  13
    4.1    Before-Tax Contributions ........................................................  13
    4.2    Limitations on Contributions ....................................................  14
    4.3    Limitations on Annual Additions .................................................  17
    4.4    Rollover Contributions ..........................................................  17
    4.5    Distributions from Before-Tax Contributions Accounts ...........................   18
    4.6    Uniformed Services Employment and Reemployment Rights Act ......................   18

ARTICLE V  Vesting in Accounts .............................................................  19
    5.1    Before-Tax, Matching, and Rollover Contributions Accounts .......................  19

ARTICLE VI Distributions and Withdrawals ...................................................  20
    6.1    Payments Upon Termination .......................................................  20
    6.2    Payments Upon Death .............................................................  20
    6.3    Method of Distribution ..........................................................  21
    6.4    Hardship Withdrawals ............................................................  23
    6.5    Withdrawals After Age 59 1/2 ....................................................  25
    6.6    Required Distributions ..........................................................  25
    6.7    Withholding Taxes ...............................................................  27
    6.8    Prior Plan Accounts .............................................................  27
    6.9    Optional Direct Transfer of Eligible Rollover Distributions .....................  27
    6.10   Participant Loans ...............................................................  29
    6.11   Distributions to Alternate Payees ..............................................   31

ARTICLE VII Investment Elections ...........................................................  32
    7.1    Investment Funds ................................................................  32
    7.2    Investment of Accounts ..........................................................  32
    7.3    Investment Transfers ............................................................  32
    7.4    Investment Elections ............................................................  32
    7.5    Transfer of Assets ..............................................................  32
    7.6    Investment of Retired or Terminated Participants' Accounts ......................  33

ARTICLE VIII Accounts and Records of the Plan ..............................................  34
    8.1    Accounts and Records ............................................................  34
    8.2    Trust Fund ......................................................................  34
    8.3    Valuation and Allocation of Expenses ............................................  34
    8.4    Allocation of Earnings and Losses ...............................................  34
    8.5    Distribution of Unallocated Employee Contributions ..............................  34

ARTICLE IX  Financing ......................................................................  35
    9.1    Trust Fund ......................................................................  35
    9.2    Employer Contributions ..........................................................  35
    9.3    Return of Erroneous Contributions ...............................................  35
    9.4    Employee Rights in Trust Fund ...................................................  36

</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                      <C>
    9.5    Liability for Loss ............................................................. 36

ARTICLE X  Administration of the Plan ..................................................... 37
    10.1   Appointment, Resignation, Removal .............................................. 37
    10.2   Notice to Trustee .............................................................. 37
    10.3   Procedure ...................................................................... 37
    10.4   Power and Duties ............................................................... 37
    10.5   Appointment of Secretary and Others ............................................ 38
    10.6   Liability ...................................................................... 38
    10.7   Compensation and Expenses ...................................................... 39
    10.8   Information Furnished to Plan Administrator .................................... 39
    10.9   Examination by Members ......................................................... 39
    10.10  Nondiscriminatory Action ....................................................... 39

ARTICLE XI Amendment and Termination ...................................................... 40
    11.1   Amendment ...................................................................... 40
    11.2   Termination .................................................................... 40
    11.3   Termination of Employer Participation .......................................... 41
    11.4   Effect of Bankruptcy and Other Contingencies Affecting an Employer ............. 41

ARTICLE XII  Top-Heavy Provisions ......................................................... 42
    12.1   Application of Top-Heavy Provisions ............................................ 42
    12.2   Definitions .................................................................... 42
    12.3   Minimum Contribution ........................................................... 44
    12.4   Limit on Annual Additions: Combined Plan Limit ................................. 45
    12.5   Limit on Annual Wages Taken into Account ....................................... 46
    12.6   Collective Bargaining Agreements ............................................... 46

ARTICLE XIII Extension of Plan to Affiliates .............................................. 47
    13.1   Participation in the Plan ...................................................... 47

ARTICLE XIV  Miscellaneous ................................................................ 48
    14.1   Incompetency ................................................................... 48
    14.2   Nonalienation .................................................................. 48
    14.3   Applicable Law ................................................................. 48
    14.4   Severability ................................................................... 48
    14.5   No Guarantee ................................................................... 48
    14.6   Merger, Consolidation, or Transfer ............................................. 49
    14.7   Internal Revenue Service Approval .............................................. 49
    14.8   No Enlargement of Employee Rights .............................................. 49
    14.9   Appeals from Denial of Claims .................................................. 49
    14.10  Notice of Address and Missing Persons .......................................... 50
    14.11  Data and Information for Benefits .............................................. 51
    14.12  Effect of a Mistake ............................................................ 51
</TABLE>

                                     -iii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                            Page
                                                                            ----

EXHIBIT I ..................................................................  A

                                      -iv-