EXHIBIT 4.7


 


EIGHTH
AMENDMENT


 


TO


 


THE
MAYTAG CORPORATION


 


DEFERRED
COMPENSATION PLAN I


 


WHEREAS, Maytag Corporation (the “Corporation”)
maintains the Maytag Corporation Deferred Compensation Plan I (the “Plan”), as
adopted effective January 1, 2003, and as amended through the Seventh
Amendment; and


 


WHEREAS, the Corporation has entered into an Agreement
and Plan of Merger, dated August 22, 2005, among the Corporation, Whirlpool
Corporation, a Delaware corporation (“Whirlpool”), and Whirlpool Acquisition Co.,
a Delaware corporation and wholly owned subsidiary of Whirlpool (the “Merger
Agreement”); and


 


WHEREAS, pursuant to the Merger Agreement all shares
of the common stock of the Corporation will be exchanged for Whirlpool
Corporation common stock and cash under the terms of the Merger Agreement; and


 


WHEREAS, Section 10.1 of the Plan provides that the
ERISA Executive Committee of the Corporation (the “Committee”) may amend the
Plan provided the amendment does not have a material cost impact to the
Corporation or its participating affiliates; and


 


WHEREAS, the Committee deems it appropriate to amend
certain provisions of the Plan to remove a fund investing in the common stock
of the Corporation as a hypothetical investment alternative under the Plan and
to provide that a fund investing in the common stock of Whirlpool will be
available as a hypothetical investment alternative; and


 


NOW, THEREFORE, BE IT RESOLVED, that the Committee has
determined that this amendment will not have a material cost impact on the Corporation
or its participating affiliates; and


 


FURTHER RESOLVED, the Committee hereby amends the Plan
as follows effective immediately prior to the Closing (as defined in the Merger
Agreement):


 


1.             Section
4.3.2 of the Plan is hereby deleted in its entirety and replaced with the
following:


 


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


 

















 


in common stock of Whirlpool Corporation. The
Investment Committee of the Company may at any time and from time to time add
to or remove from the investment options deemed to be available under the Plan.


 


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


 


Any Company Make-Whole
Match Account will be invested on the hypothetical basis in common stock of
Whirlpool Corporation or, prior to the Closing (as defined in the Merger
Agreement), in common stock of Maytag; provided
that, effective as of the Closing, a Participant (or Beneficiary
following the death of a Participant) will be allowed to diversify the
investment of such Account in the investment options available under the Plan.


 


Any Company Performance Match Account and the Elective
Deferral Account that reflects the Elective Deferral Credits that resulted in
the Company Performance Match Credit will be hypothetically invested in common
stock of Whirlpool Corporation or, prior to the Closing, in common stock of
Maytag, provided that, a
Participant (or Beneficiary following the death of the Participant) will be
allowed to diversify the investment of such Account in the investment options
available under the Plan.


 


With respect to any Elective Deferral Account, if the
Participant fails to make an investment election, the Earnings Credit on such
Account will be based on a money market investment option or such other
investment option as may be selected for this purpose by the Investment
Committee of Maytag.


 


Notwithstanding any contrary provision, hypothetical
investments in common stock of the Company will be converted into hypothetical
investments in common stock of Whirlpool Corporation and cash credits in the
same manner that actual stock of the Company is converted into the merger
consideration under the terms of the Agreement and Plan of Merger dated August
22, 2005 among the Corporation, Whirlpool Corporation, a Delaware corporation
and Whirlpool Acquisition Co. a Delaware corporation and wholly owned
subsidiary of Whirlpool Corporation (the “Merger Agreement”). The resulting
hypothetical


 


2

















 


cash credits shall be invested in a money market
investment option available under this Plan and will thereafter be subject to
the hypothetical investment direction provisions of this Sec. 4.3.2.


 


IN WITNESS WHEREOF, the Committee has caused this
Amendment to be executed this 30th day of March, 2006.


 


 


	
   

  	
  /s/ Ralph F. Hake

  	
   

  
	
   

  	
  Ralph F. Hake, Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ George C. Moore

  	
   

  
	
   

  	
  George C. Moore, Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Mark W. Krivoruchka

  	
   

  
	
   

  	
  Mark W. Krivoruchka, Senior Vice President, Human
  Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Roger K. Scholten

  	
   

  
	
   

  	
  Roger K. Scholten, Senior Vice President, General
  Counsel

  
						



 


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