EXHIBIT
4.4


 


 





 


MAYTAG CORPORATION SALARY SAVINGS
PLAN


 


(As Amended and Restated
Effective September 1, 2004)


 


 


(WORKING COPY THROUGH THE
FOURTH AMENDMENT)


 


 


NOTE:  This document is a “working
copy” that compiles the most recent restatement of the plan and various
amendments that have been adopted since that restatement through the amendment
referenced above into a single document for the convenience of the reader.  This working copy has not been officially
adopted by the company, and is not the legal “plan document.”  It also does not attempt to track such things
as the effective dates of particular amendments, or to show the history of
amendments that have been changed or superseded by later amendments.  To determine the exact plan provisions that
were in effect on a particular date, it is necessary to consult the actual plan
document and amendments.


 

















 


MAYTAG
CORPORATION SALARY SAVINGS PLAN


 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  INTRODUCTION

  	
  1

  
	
   

  	
  1.1

  	
  PURPOSE OF THE PLAN

  	
  1

  
	
   

  	
  1.2

  	
  QUALIFIED PROFIT SHARING PLAN (WITH 401(K)
  ARRANGEMENT); QUALIFIED EMPLOYEE STOCK OWNERSHIP PLAN

  	
  1

  
	
   

  	
  1.3

  	
  PLAN DOCUMENT

  	
  1

  
	
   

  	
  1.4

  	
  EFFECTIVE DATE OF DOCUMENT

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS AND
  CONSTRUCTION

  	
  2

  
	
   

  	
  2.1

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PARTICIPATION

  	
  10

  
	
   

  	
  3.1

  	
  START OF PARTICIPATION

  	
  10

  
	
   

  	
  3.2

  	
  END OF PARTICIPATION

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  EMPLOYEE
  CONTRIBUTIONS

  	
  11

  
	
   

  	
  4.1

  	
  BEFORE-TAX CONTRIBUTIONS

  	
  11

  
	
   

  	
  4.2

  	
  AFTER-TAX CONTRIBUTIONS

  	
  12

  
	
   

  	
  4.3

  	
  ROLLOVERS

  	
  12

  
	
   

  	
  4.4

  	
  TIMING AND FORM OF CONTRIBUTION; COMPONENT

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  EMPLOYER
  CONTRIBUTIONS

  	
  13

  
	
   

  	
  5.1

  	
  MATCHING CONTRIBUTIONS

  	
  13

  
	
   

  	
  5.2

  	
  TIMING AND FORM OF CONTRIBUTION; COMPONENT

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI 

  	
  CONTRIBUTION LIMITS 

  	
  14

  
	
   

  	
  6.1

  	
  CODE SECTION 402(G) LIMIT ON BASE BEFORE-TAX
  CONTRIBUTIONS

  	
  14

  
	
   

  	
  6.2

  	
  CODE SECTION 401(K) NONDISCRIMINATION TEST

  	
  15

  
	
   

  	
  6.3

  	
  MAXIMUM ANNUAL ADDITIONS

  	
  17

  
	
   

  	
  6.4

  	
  DEDUCTION LIMIT

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  ACCOUNTS

  	
  17

  
	
   

  	
  7.1

  	
  ACCOUNTS

  	
  17

  
	
   

  	
  7.2

  	
  VALUATION OF ACCOUNTS

  	
  18

  
	
   

  	
  7.3

  	
  STATEMENTS

  	
  20

  
	
   

  	
  7.4

  	
  VOTING RIGHTS ON MAYTAG STOCK

  	
  21

  
	
   

  	
  7.5

  	
  TENDER OR EXCHANGE OFFERS REGARDING MAYTAG STOCK

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  INVESTMENT OF
  ACCOUNTS

  	
  22

  
	
   

  	
  8.1

  	
  MAYTAG STOCK-ESOP COMPONENT

  	
  22

  
	
   

  	
  8.2

  	
  INVESTMENT OPTIONS-NON-ESOP COMPONENT

  	
  22

  
	
   

  	
  8.3

  	
  DIVIDENDS ON ALLOCATED SHARES – PASS-THROUGH OPTION

  	
  24

  
	
   

  	
  8.4

  	
  PARTICIPANT LOAN PROGRAM

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  VESTING

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  WITHDRAWALS
  WHILE EMPLOYED

  	
  25

  
	
   

  	
  10.1

  	
  WITHDRAWALS FOR HARDSHIP

  	
  25

  
	
   

  	
  10.2

  	
  WITHDRAWALS AFTER AGE 591⁄2

  	
  26

  
	
   

  	
  10.3

  	
  WITHDRAWAL PROCEDURES; ACCOUNT ORDERING

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  DISTRIBUTIONS
  AFTER TERMINATION

  	
  27

  
	
   

  	
  11.1

  	
  BENEFIT ON TERMINATION OF EMPLOYMENT

  	
  27

  
	
   

  	
  11.2

  	
  TIME, FORM AND MEDIUM OF DISTRIBUTION

  	
  27

  
	
   

  	
  11.3

  	
  CASH-OUT OF SMALL ACCOUNTS

  	
  28

  
	
   

  	
  11.4

  	
  MINIMUM DISTRIBUTION RULES APPLICABLE TO A
  PARTICIPANT

  	
  28

  
	
   

  	
  11.5

  	
  DISTRIBUTION PROCEDURES

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  DISTRIBUTIONS
  AFTER DEATH

  	
  29

  
	
   

  	
  12.1

  	
  BENEFIT ON DEATH

  	
  29

  
	
   

  	
  12.2

  	
  TIME, FORM AND MEDIUM OF DISTRIBUTION

  	
  29

  
	
   

  	
  12.3

  	
  BENEFICIARY DESIGNATION

  	
  29

  
	
   

  	
  12.4

  	
  MULTIPLE BENEFICIARIES

  	
  30

  
	
   

  	
  12.5

  	
  CASH-OUT OF SMALL ACCOUNTS

  	
  30

  



 


i

















 


	
   

  	
  12.6

  	
  MINIMUM DISTRIBUTION RULES APPLICABLE TO A
  BENEFICIARY

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS
  BENEFIT PROVISIONS

  	
  31

  
	
   

  	
  13.1

  	
  VALUATION OF ACCOUNTS FOLLOWING TERMINATION OF
  EMPLOYMENT

  	
  31

  
	
   

  	
  13.2

  	
  DIRECT ROLLOVER OPTION

  	
  31

  
	
   

  	
  13.3

  	
  MISSING PARTICIPANTS OR BENEFICIARIES

  	
  32

  
	
   

  	
  13.4

  	
  DISTRIBUTION TO ALTERNATE PAYEE

  	
  32

  
	
   

  	
  13.5

  	
  BROKERAGE FEES

  	
  32

  
	
   

  	
  13.6

  	
  OTHER SPECIAL RULES RELATING TO MAYTAG STOCK

  	
  32

  
	
   

  	
  13.7

  	
  NO OTHER BENEFITS

  	
  35

  
	
   

  	
  13.8

  	
  SOURCE OF BENEFITS

  	
  35

  
	
   

  	
  13.9

  	
  INCOMPETENT PAYEE

  	
  35

  
	
   

  	
  13.10

  	
  NO ASSIGNMENT OR ALIENATION OF BENEFITS

  	
  35

  
	
   

  	
  13.11

  	
  PAYMENT OF TAXES

  	
  35

  
	
   

  	
  13.12

  	
  CONDITIONS PRECEDENT

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
  TRUST FUND

  	
  35

  
	
   

  	
  14.1

  	
  COMPOSITION

  	
  35

  
	
   

  	
  14.2

  	
  NO DIVERSION

  	
  35

  
	
   

  	
  14.3

  	
  LIABILITY FOR LOSS

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
  ADMINISTRATION

  	
  36

  
	
   

  	
  15.1

  	
  ADMINISTRATION

  	
  36

  
	
   

  	
  15.2

  	
  CERTAIN FIDUCIARY PROVISIONS

  	
  37

  
	
   

  	
  15.3

  	
  PAYMENT OF EXPENSES

  	
  37

  
	
   

  	
  15.4

  	
  ALLOCATION AND DELEGATION OF RESPONSIBILITY

  	
  37

  
	
   

  	
  15.5

  	
  FIDUCIARY CAPACITY

  	
  38

  
	
   

  	
  15.6

  	
  CORRECTION OF ERRORS AND DUTY TO REVIEW INFORMATION

  	
  38

  
	
   

  	
  15.7

  	
  CLAIMS AND LIMITATIONS ON ACTIONS

  	
  38

  
	
   

  	
  15.8

  	
  EXERCISE OF AUTHORITY

  	
  38

  
	
   

  	
  15.9

  	
  AGENT FOR LEGAL PROCESS

  	
  39

  
	
   

  	
  15.10

  	
  INDEMNIFICATION

  	
  39

  
	
   

  	
  15.11

  	
  TELEPHONIC OR ELECTRONIC NOTICES AND TRANSACTIONS

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
  AMENDMENT,
  TERMINATION, MERGER

  	
  39

  
	
   

  	
  16.1

  	
  AMENDMENT

  	
  39

  
	
   

  	
  16.2

  	
  PERMANENT DISCONTINUANCE OF CONTRIBUTIONS

  	
  40

  
	
   

  	
  16.3

  	
  TERMINATION

  	
  40

  
	
   

  	
  16.4

  	
  PARTIAL TERMINATION

  	
  41

  
	
   

  	
  16.5

  	
  MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS

  	
  41

  
	
   

  	
  16.6

  	
  DEFERRAL OF DISTRIBUTIONS

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVII

  	
  MISCELLANEOUS
  PROVISIONS

  	
  41

  
	
   

  	
  17.1

  	
  SPECIAL TOP-HEAVY RULES

  	
  41

  
	
   

  	
  17.2

  	
  QUALIFIED MILITARY SERVICE

  	
  43

  
	
   

  	
  17.3

  	
  INSURANCE COMPANY NOT RESPONSIBLE FOR VALIDITY OF
  PLAN

  	
  43

  
	
   

  	
  17.4

  	
  NO GUARANTEE OF EMPLOYMENT

  	
  43

  
	
   

  	
  17.5

  	
  USE OF COMPOUNDS OF WORD “HERE”

  	
  43

  
	
   

  	
  17.6

  	
  CONSTRUED AS A WHOLE

  	
  43

  
	
   

  	
  17.7

  	
  HEADINGS

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX A – LIST OF ELIGIBLE GROUPS AND MATCHING CONTRIBUTION FORMULAS

  	
  A-1

  



 

















 


MAYTAG
CORPORATION


SALARY
SAVINGS PLAN


(As
Amended and Restated Effective September 1, 2004)


 


ARTICLE I


 


INTRODUCTION


 


1.1                               PURPOSE OF THE PLAN.  The MAYTAG
CORPORATION SALARY SAVINGS PLAN is sponsored by Maytag and its
Participating Affiliates to provide Eligible Employees with a means to save for
their retirement or other purposes, and with a means to acquire an ownership
interest in Maytag.


 


The Plan was
originally established effective January 1, 1983, by Magic Chef, Inc. as the
Magic Chef, Inc. Salary Savings Plan. 
Maytag became the plan sponsor effective July 1, 1987, and renamed
the Plan the “Maytag Corporation Salary Savings Plan”.  Effective January 1, 1989, Maytag amended and
restated the Plan in order to comply with the provisions of the Tax Reform Act
of 1986, and other recent legislation. 
Effective January 1, 1997 (except where otherwise indicated in that
amendment), Maytag amended the Plan to comply with the Uruguay Round Agreements
Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the
Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, and the
Community Renewal Tax Relief Act of 2000 (collectively known as “GUST”), and
the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
(“EGTRRA”) (that amendment was intended to bring the Plan into good faith
compliance with EGTRRA). The Hoover Company I L.P. Retirement Savings Plan for
Hourly-Rated Employees was merged into the Plan effective December 31, 2003.


 


The Plan, as
amended and restated in this document, reflects the merger of the Maytag
Corporation Employee Stock Ownership Plan into the Plan effective September 1,
2004 (with assets to be transferred as soon as reasonably possible after that
date).


 


1.2                               QUALIFIED PROFIT SHARING PLAN (WITH 401(K)
ARRANGEMENT); QUALIFIED EMPLOYEE STOCK OWNERSHIP PLAN.  The
Plan consists of two Components – a Profit Sharing Component that is a profit
sharing plan intended to qualify under Code § 401(a) and that includes a cash
or deferred arrangement intended to qualify under Code § 401(k), and an ESOP Component
that is a stock bonus plan and employee stock ownership plan intended to
qualify under Code § 401(a) and Code § 4975(e)(7).  The ESOP Component invests in Maytag Stock.


 


The Trust Fund is tax-exempt under Code § 501(a).


 


The Plan also is an employee pension benefit plan, as defined in ERISA
§ 3(2), and is intended to operate in compliance with


ERISA.


 


The Plan is to be administered and interpreted consistent with its
intended status under the Code and ERISA.


 


1.3                               PLAN DOCUMENT.  The Plan document consists of this
document, the various appendices to this document, the List of Participating
Employers for the Plan and any document that is expressly incorporated by
reference into the Plan.


 


1.4                               EFFECTIVE DATE OF DOCUMENT.  The Plan (as amended and restated in this
document) is effective September 1, 2004.


 

















 


ARTICLE II


 


DEFINITIONS AND CONSTRUCTION


 


2.1                               DEFINITIONS.


 


2.1.1                        “Account” means a
bookkeeping account maintained to reflect a Participant’s interest in the Trust
Fund.


 


2.1.2                        “Affiliate” means any
business entity that is required to be treated as one employer with Maytag
under Code § 414(b), (c), (m) or (o); provided that,
for purposes of applying the limits of Code § 415, Code §§ 414(b) and
(c) will be applied as modified by Code § 415(h).


 


2.1.3                        “Annual Addition” means
any of the following amounts credited to the Participant as of any date within
the Plan Year:


 


(a)                                  Base
Before-Tax Contributions and Matching Contributions/Allocations credited to the
Participant’s Account under this Plan (including amounts distributed to satisfy
the average deferral percentage test of Sec. 6.2.1 or the average contribution
percentage test of Sec. 6.2.2, but not including excess deferrals distributed
under Sec. 6.1), and elective deferrals and employer contributions credited to
the Participant under any other defined contribution plan or simplified
employee pension plan maintained by Maytag or an Affiliate.  Catch-Up Contributions credited to the
Participant’s Account under this Plan, or any other catch-up contributions
under Code § 414(v) credited under any other plan maintained by Maytag or an
Affiliate, are not Annual Additions.


 


The Annual
Additions that derive from Matching Contributions/Allocations in the form of
Maytag Stock will be determined by reference to the fair market value of the
Maytag Stock allocated to the Participant’s Account.  However, Matching Contributions that are
applied to pay interest on an Exempt Loan (and the resulting Matching
Allocations) will not be an Annual Addition if no more than one-third (1/3rd)
of such Matching Contributions that are applied to pay principal or interest on
an Exempt Loan for the Plan Year are allocated to Highly Compensated Employees;


 


(b)                                 Forfeitures
credited to the Participant’s Account under this Plan, or forfeitures credited
to the Participant under any other defined contribution plan maintained by
Maytag or an Affiliate;


 


(c)                                  Amounts
credited to any individual medical benefit account (as described in Code
§ 415(l)(2)) under any defined benefit plan maintained by Maytag or an
Affiliate; provided that, such amounts will be
disregarded in applying the one hundred percent (100%) of compensation limit
under Code § 415(c)(1)(B);


 


(d)                                 Amounts
credited to any separate account for retiree medical benefits (as described in
Code § 419A(d)(2)) on behalf of any Key Employee under any welfare benefit fund
maintained by Maytag or an Affiliate; and


 


(e)                                  Employee
after-tax contributions credited under any other defined contribution plan
maintained by Maytag or an Affiliate (this Plan does not allow
employee-after-tax contributions).


 


Rollovers to this Plan, or rollover contributions to an other defined
contribution plan maintained by Maytag or an Affiliate, are not Annual
Additions.


 


2.1.4                        “Before-Tax Contribution”
means a contribution made pursuant to Sec. 4.1, which may be a Base Before-Tax
Contribution or a Catch-Up Contribution. 
A “Base Before-Tax Contribution” is a contribution made under
Sec. 4.1.1 or 4.1.3, or a Catch-Up Contribution that is recharacterized as a
Base Before-Tax Contribution under Sec. 4.1.2; and a “Catch-Up Contribution”
is a contribution


 


2

















 


made under Sec. 4.1.2, or a Base Before-Tax Contribution that is
recharacterized as a Catch-Up Contribution under Sec. 6.2.1 or 6.3.2.


 


2.1.5                        “Beneficiary” means a
person or persons designated as such pursuant to Sec. 12.3.


 


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


 


2.1.7                         “Compensation”
means the following:


 


(a)                                  Before-Tax
Contributions.  For purposes of
determining payroll deductions to derive the Participant’s Before-Tax Contributions,
“Compensation” includes those recurrent payroll items that are reportable on
Form W-2 and that are deemed to be deferral eligible under the payroll policies
and practices of Maytag.


 


(b)                                 Matching
Contributions/Allocations.  For
purposes of determining the Participant’s Matching Contribution/Allocation, “Compensation”
means the total wages (including overtime and shift differential amounts),
salaries, commissions, fees for professional services and other amounts paid by
Maytag or a Participating Affiliate for services rendered to Maytag or a
Participating Affiliate, subject to the following:


 


(1)                                  Compensation
includes:


 


(A)                              Before-Tax
Contributions under this Plan, and any contributions made by pay reduction to
any other qualified cash or deferred arrangement under Code § 401(k) that forms
part of a plan maintained by Maytag or an Affiliate; contributions made by pay
reduction under the Maytag Corporation Flexible Benefits Plan, or any other
cafeteria plan under Code § 125 maintained by Maytag or an Affiliate); and
contributions made by pay reduction to receive qualified transportation fringe
benefits that are excludible from income under Code § 132(f); and


 


(B)                                Amounts
designated as salary continuation of regular pay during periods of disability
leave under the payroll policies and practices of Maytag.


 


(2)                                  Compensation
does not include:


 


(A)                              Amounts
paid before a Participant becomes an Active Participant, or after he/she ceases
to be an Active Participant;


 


(B)                                Amounts
designated as sick pay or short-term disability pay under the payroll policies
and practices of Maytag, disability payments paid by an insurance carrier under
any insured disability program, and long-term disability payments (whether insured
or self-funded);


 


(C)                                Bonuses
and awards, including, but not limited to cash bonuses paid under the Maytag
Corporation Incentive Compensation Plan, other signing or incentive bonuses,
education awards, suggestion awards, recruitment awards, merit or recognition
awards and holiday bonuses;


 


(D)                               Matching
Contributions/Allocations under this Plan; employer contributions to, or
allocations under, any other qualified plan or non-qualified deferred
compensation plan under Code § 3121(v) (including the Maytag Corporation
Deferred Compensation Plan) or other deferred compensation (including deferred
bonuses); or distributions from this Plan or any other qualified plan or
non-qualified deferred compensation plan, or other payment of deferred
compensation;


 


(E)                                 Expense
(including moving expense) reimbursements and allowances;


 


3

















 


(F)                                 Severance
pay and any other amounts the payment of which, or entitlement to which, is
accelerated by reason of Termination of Employment (including accumulated
vacation pay paid at Termination of Employment), but not including amounts that
form the basis for a Base Before-Tax Contribution under Sec. 4.1.3;


 


(G)                                Non-cash
compensation, including, but not limited to:


 


(i)            Grants of
any stock option, restricted stock or stock appreciation right;


 


(ii)           Amounts
reported as taxable income on Form W-2 as a result of the exercise of a
non-qualified stock option or as a result of vesting in restricted stock
granted under any stock compensation plan, or as a result of an election made
under Code § 83(b); or


 


(iii)          Welfare
benefits and fringe benefits, except as specifically provided above with
respect to contributions made by pay reduction to receive qualified
transportation fringe benefits.


 


(H)          In the case
of an expatriate in relation to the United States working outside the United States,
any extra or added compensation due to the foreign assignment (such as
relocation allowance, education allowance, or other reimbursements or
allowances) and, in the case of an expatriate who is working for an eligible
foreign affiliate, any amount paid by Maytag that is the equivalent of the tax
imposed under Code § 3101.


 


(c)                                  Applying
Actual Deferral Percentage and Contribution Percentage Tests,  Determining Highly Compensated Employees and
Key-Employees, and Applying the Limits of Code § 415. For purposes of
applying the actual deferral percentage test of Sec. 6.2.1 and the actual
contribution percentage test of Sec. 6.2.2, identifying Highly Compensated
Employees or Key Employees and applying the limits of Code § 415, “Compensation”
means wages as reported on Form W-2 – that is, wages as defined in Code §
3401(a) (determined without regard to any rules thereunder that limit the
remuneration included in wages based on the nature or location of the
employment or the services performed) which are payable by Maytag or an
Affiliate (while it is an Affiliate) for which Maytag or an Affiliate is
required to furnish the Employee a written statement under Code §§ 6041(d),
6051(a)(3) and 6052, increased by the amounts described above in paragraph
(b)(1)(A).


 


(d)                                 Code
§ 401(a)(17) Limit.  The
Compensation taken into account under the Plan for any Plan Year will not
exceed the maximum amount permitted to be taken into account for such year
under Code § 401(a)(17).  However, this
limit does not apply for purposes of identifying Highly Compensated Employees
or Key Employees, or for purposes of applying the limits of Code § 415.  Also, this limit does not operate to require
that Before-Tax Contributions be discontinued at the point the Participant has
Compensation equal to the limit, but the Base Before-Tax Contributions made on
behalf of a Participant will equal not exceed the percentage limit otherwise
allowed under the Plan multiplied by the limit in effect under Code §
401(a)(17) (subject to such lower limits as may be imposed under the Plan).


 


2.1.8                        “Component” means the
ESOP Component or Profit Sharing Component. 
The “ESOP Component” is the portion of the Plan reflecting Maytag
Stock (including Maytag Stock held in the Unallocated Reserve, Maytag Stock
allocated to Accounts as a result of a Matching Contribution/Allocation, Maytag
Stock acquired with cash dividends, and Maytag Stock acquired as a result of a
volitional transfer from an investment fund into Maytag Stock); and the “Profit
Sharing Component” is the portion of the Plan reflecting investments other
than Maytag Stock.


 


4

















 


2.1.9                        “Eligible
Employee” means the following:


 


(a)                                  General
Rule.  An Eligible Employee is any:


 


(1)                                  Salaried
Employee of Maytag or a Participating Affiliate (while it is a Participating
Affiliate);


 


(2)                                  General
Hourly Employee or Collective Bargaining Employee of Maytag or a Participating
Affiliate (while it is a Participating Affiliate) who is in an eligible group
identified in Appendix A;


 


(b)                                 Specific
Exclusions.  The general rule
notwithstanding, the following are not Eligible Employees:


 


(1)                                  Any
individual, other than an expatriate, who is:


 


(A)                              Not
paid from the payroll system of Maytag in the United States;


 


(B)                                A
local national employee – that is, a citizen of a country other than the United
States who is not working in the United States (including any such individual
who has dual citizenship and thus is also a citizen of the United States,
unless he/she is covered as an expatriate below);


 


(C)                                A
citizen of a country other than the United States who is working on temporary
assignment (as determined under the employment policies and practices of
Maytag) in the United States; or


 


(D)                               A
citizen or resident of Puerto Rico or any other territory or possession of the
United States.


 


An “expatriate” for this purpose is an individual who
is a citizen of the United States who is transferred to a position where he/she
is working outside of the United States (expatriates are not excluded under this
paragraph (b)(1)).


 


(2)                                  Any
individual who is:


 


(A)                              A
Leased Employee;


 


(B)                                Employed
with, performs services through or is paid by, a third party (including, for
example, a third-party temporary agency, leasing agency, staffing agency); or


 


(C)                                Classified
as being a consultant or independent contractor, or as having any status other
than a common-law employee, by his/her employer (regardless of whether such
individual is subsequently determined to be a common-law employee or an
employee for any other purpose).


 


(c)                                  Collective
Bargaining Employees.  A Collective
Bargaining Employee is not an Eligible Employee unless the governing collective
bargaining agreement expressly provides that he/she is eligible to participate
in this Plan.  For this purpose, a collective
bargaining agreement will be deemed to continue in effect after it expires
during the pendency of collective bargaining negotiations until the parties
have negotiated to “impasse” as determined by Maytag (acting in its corporate
capacity), and an Employee thereafter will be an Eligible Employee if and only
if participation is part of the impasse proposal of Maytag or the Employee was
an Eligible Employee before the collective bargaining agreement expired and
Maytag elects to continue such status.


 


5

















 


(d)                                 Authorized
Leaves of Absence.  An Employee will
continue as an Eligible Employee during any authorized leave of absence
(including leave under the Family and Medical Leave Act) or military leave if
he/she was an Eligible Employee prior to the start of such leave until
Termination of Employment or the happening of any event that would have caused
the Employee to cease to be an Eligible Employee if he/she had not been on a
leave of absence (e.g., if his/her employer ceases
to be a Participating Employer).


 


2.1.10                  “Employee”
means any of the following:


 


(a)                                  Common-law
Employees. Any common-law employee of Maytag or an Affiliate (while it is
an Affiliate), who may be a Collective Bargaining Employee, General Hourly
Employee or Salaried Employee.   A “Collective
Bargaining Employee” is any common-law employee who is a member of a unit
of Employees who is represented in negotiations with his/her employer by a
collective bargaining representative, regardless of whether a current
collective bargaining agreement is in effect; “General Hourly Employee”
is any common-law employee who is not a Collective Bargaining Employee and is
not a Salaried Employee; and “Salaried Employee” is any common-law
employee who not a Collective Bargaining Employee and is:


 


(1)                                  Classified
as a salaried employee under the employment policies and practices of his/her
employer and on the payroll system of Maytag;


 


(2)                                  Classified
as a professional employee under the employment policies and practices of
his/her employer (even if not classified as a salaried employee);


 


(3)                                  Compensated
by his/her employer in whole or part on a commission basis; or


 


(4)                                  Classified
as an office clerical employee under the employment policies of his/her
employer.


 


(b)                                 Leased
Employees.   Any Leased Employee with
respect to Maytag or an Affiliate; except that, a
Leased Employee will not be an Employee if Leased Employees do not constitute
more than twenty percent (20%) of the combined workforce of Maytag and its Affiliates
and the Leased Employee is covered by a plan of the leasing organization that
is described in Code § 414(n)(5).


 


(c)                                  Employees
of Certain Foreign Affiliates.  An
individual who is a citizen of the United States who is employed by an eligible
foreign affiliate will be treated as an Employee of Maytag for the period of
his/her employment with the eligible foreign affiliate provided the individual
does not receive contributions under any funded plan of deferred compensation
with respect to remuneration received from the eligible foreign affiliate and
provided he/she is covered by a totalization agreement or document of similar
effect filed by Maytag.


 


An “eligible foreign affiliate” for this purpose is any foreign entity
that is not an Affiliate but that satisfies the following requirements:


 


(1)                                  Ten
percent (10%) or more of the voting stock or profits interest of the foreign
entity is owned by Maytag or a domestic Affiliate of Maytag; and


 


(2)                                  Maytag
has entered into an agreement under Code § 3121(l) that applies to
individuals employed by that foreign entity who are citizens or residents of
the United States.


 


2.1.11                  “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


 


2.1.12                  “Exempt Loan” means a loan or
other extension of credit to the Plan to enable the Plan to acquire Maytag
Stock or to refinance a prior Exempt Loan.


 


6

















 


2.1.13                  “Forfeiture Account” means an
account maintained under the Plan to reflect amounts (including Maytag Stock)
that are not properly credited to the Accounts of any Participant and are not
held in the Unallocated Reserve.


 


2.1.14                  “Highly Compensated Employee”
means an Employee who was a five-percent owner (as defined in Code § 414(q)(2))
at any time during the current Plan Year or prior Plan Year, or an Employee who
received Compensation in excess of the amount in effect under Code
§ 414(q)(1)(A) and was in the top-paid group of Employees under Code
§ 414(q)(3) for the prior Plan Year.


 


2.1.15                  “Hour of
Service” means each of the following (but in no event will duplicate credit
be given for the same hour under more than one subsection):


 


(a)                                  Work
Periods.  Each hour for which the
Employee is paid or entitled to payment by Maytag or an Affiliate for the
performance of services for Maytag or an Affiliate (while it is an Affiliate),
with overtime hours credited on a straight-time basis.


 


(b)                                 Non-Work
Periods.  Each hour for which the
Employee is paid or entitled to payment by Maytag or an Affiliate (while it is
an Affiliate) on account of a period of time during which no services are
performed for Maytag or an Affiliate (irrespective of whether the employment
relationship has terminated) due to vacation (but excluding hours attributable
to accrued vacation for which payment is made in lieu of actual time off from
work), holiday, illness, incapacity (including disability), layoff, jury duty,
military duty, or leave of absence. 
However, no more than five hundred and one (501) hours will be credited
under this paragraph for any single continuous period during which the Employee
performs no services.  Hours will not be
credited under this paragraph with respect to a payment under a plan maintained
to comply with applicable workers’ compensation, unemployment compensation, or
disability insurance laws, or with respect to a payment which reimburses the
individual for medical or medically-related expenses.


 


(c)                                  Back
Pay Awards.  Each hour for which back
pay, irrespective of mitigation of damages, is either awarded or agreed to by
Maytag or an Affiliate (while it is an Affiliate), with such hours to be
credited to the computation period or periods to which the award or agreement
pertains, rather than to the computation period in which the award, agreement,
or payment is made.


 


(d)                                 Credit
if No Hour Records Maintained.  If an
Employee is within a classification for which a record of hours for the
performance of services is not maintained, or if he/she is on an authorized
leave of absence or military leave, the Employee will be credited with one
hundred and ninety (190) hours of service for each month for which he/she would
otherwise be credited under (a), (b) or (c) with at least one Hour of Service.


 


To determine the
Hours of Service of a Leased Employee, a payment to the Leased Employee by the
leasing organization for services rendered to Maytag or an Affiliate will be
deemed to be a payment by Maytag or Affiliate.


 


Maytag may use any records to determine hours of service which it
considers an accurate reflection of the actual facts.


 


2.1.16                  “Leased Employee” means an
individual defined as such under Code § 414(n); generally, any individual
who is not a common-law employee of Maytag or an Affiliate (such as a
consultant, independent contractor, employee of a temporary staffing organization,
etc.), but who performs services for Maytag or Affiliate (while it is an
Affiliate) pursuant to an agreement with any other person, provided such
individual has performed such services for Maytag or Affiliate on a
substantially full-time basis for a period of at least one year and such
services are performed under the primary direction and control of Maytag or
Affiliate.


 


2.1.17                  “Matching Contribution/Allocation”
means a contribution made by Maytag and its Participating Affiliates under Sec.
5.1, or an allocation of Maytag Stock that is released from the Unallocated


 


7

















 


Reserve as a result of a contribution made by Maytag and its
Participating Affiliates under Sec. 5.1 that is applied to make payment on an
Exempt Loan.  “Matching Allocation”
is used to refer to an allocation of Maytag Stock from the Unallocated Reserve;
and “Matching Contribution” is used to refer to the contribution made by
Maytag and its Participating Affiliates that may be applied to make payment on
an Exempt Loan or may be credited directly to Accounts.


 


2.1.18                  “Maytag” means Maytag
Corporation, or any successor in interest by reason of a reorganization, merger
or similar corporate transaction.


 


2.1.19                  “Maytag Stock” means common stock
of Maytag.


 


2.1.20                  “Normal Retirement Age” means
age sixty-five (65).


 


2.1.21                  “Participant” means an Active
Participant or Inactive Participant.  An “Active
Participant” is an Eligible Employee who has become and remains an Active
Participant under Article III; and an “Inactive Participant” is an
Employee or former Employee who is no longer an Active Participant but who
still has any Account under the Plan, or an Employee or former Employee who has
a Rollover Account but who has not yet become an Active Participant.  A “Cash Balance Formula Participant”
is an Active Participant who participates in the cash balance pension formula
under the Maytag Corporation Employees’ Retirement Plan.


 


2.1.22                  “Participating Affiliate”
means any Affiliate that is identified as such on the List of Participating Employers
maintained for the Plan (provided that, a Participating Affiliate will
automatically cease to be such if it ceases to be an Affiliate).


 


2.1.23                  “Plan” means the Maytag
Corporation Salary Savings Plan, as amended or restated from time to time.


 


2.1.24                  “Plan Year” means the calendar
year.


 


2.1.25                  “Predecessor Employer” means
any business entity from whose employment a group of Employees has been
transferred to employment with Maytag or an Affiliate, or any member of a
controlled group of corporations of which an Affiliate used to be a member
prior to becoming an Affiliate of Maytag.


 


2.1.26                  “Rollover” means a rollover to
the Plan made under Sec. 4.3.


 


2.1.27                  “Spouse” means a person of the
opposite sex to whom the Participant is presently legally married (including a
common-law spouse in any state that recognizes common-law marriage); except that, a former spouse will be treated as a Spouse to
the extent provided in a domestic relations order that has been determined to
be a qualified domestic relations order (as defined in Code § 414(q)) with
respect to the Plan (other than for purposes of the hardship withdrawal
provisions of the Plan).


 


2.1.28                  “Termination of Employment”  means, in the case of a common-law employee,
his/her resignation, discharge, failure to return to work at the end of an
authorized leave of absence, death or the happening of any other event or
circumstances that results in the severance of the common-law employee
relationship between that individual and his/her employer, subject to the
following:


 


(a)                                  Continued
Work Within the Affiliated Group. A Termination of Employment will not
occur with respect to an individual even though there has been a severance of
the common-law employee relationship between that individual and his/her
employer if he/she remains an Employee (for example, he/she leaves one
Affiliate and becomes a common-law employee of another Affiliate, or if he continues
work as a Leased Employee).


 


(b)                                 Termination
in Connection with a Sale of Assets. 
A Termination of Employment will not occur with respect to an individual
for purposes of determining whether he/she is entitled to a distribution from
the Plan (but will for all other purposes of the Plan) even though there has


 


8

















 


been a severance
of the common-law employee relationship between that individual and his/her employer
if:


 


(1)                                  The
severance of the common-law employee relationship occurs in connection with a
sale of business assets of the employer to a third-party purchaser other than
Maytag or an Affiliate; and


 


(2)                                  The
individual’s Account is transferred to a plan maintained or created by the
third-party purchaser of such assets or an affiliate of such purchaser
(including, for example a spin-off plan, or a transfer to a new or existing
plan).


 


(c)                                  Termination
in Connection with a Sale of a Subsidiary. 
A Termination of Employment will occur with respect to an individual
even though there has been no severance of the common-law employee relationship
between that individual and his/her employer if:


 


(1)                                  The
employer ceases to be an Affiliate (by reason of a sale or transfer of stock,
or similar transaction);


 


(2)                                  Maytag
or an Affiliate (other than the employer) continues to maintain the Plan after
the employer ceases to be an Affiliate; and


 


(3)                                  The
individual’s Account is not transferred to a plan maintained or created by the
employer or an affiliate of the employer after it ceases to be an Affiliate
(including, for example, a spin-off plan or a transfer to a new or existing
defined benefit plan).


 


If Maytag and its
Affiliates collectively own fifty percent (50%) or more of the voting
securities of an employer after such employer ceases to be an Affiliate, a
Termination of Employment under this subsection (c) will be deemed to have
occurred for all purposes of the Plan except for purposes of determining
whether an individual is entitled to a distribution from the Plan.  A Termination of Employment will be deemed to
have occurred for purposes of determining whether the individual is entitled to
a distribution from the Plan when there has been a severance of the common-law
employee relationship between that individual and his/her employer after it
ceases to be an Affiliate.


 


“Termination of Employment” means, in the case of a Leased Employee,
the end of status as a Leased Employee, unless he/she then becomes a common-law
employee of Maytag or an Affiliate (while it is an Affiliate).


 


2.1.29                  “Trust Fund” means the trust
fund or funds (or any group annuity contract with an insurance company) that
serves as a funding vehicle for the Plan, including the interest of the Plan in
any master trust maintained with the Trustee.


 


2.1.30                  “Trustee” means a trustee (or
insurance company) appointed and acting as such with respect to all or any
portion of the Trust Fund.


 


2.1.31                  “Unallocated Reserve” means
the portion of the Trust Fund that consists of shares of Maytag Stock that were
acquired with the proceeds of an Exempt Loan and that are held in suspense
pending allocation to Accounts, the dividends and other investment earnings on
the assets held in the Unallocated Reserve, and the proceeds from any sale of
Maytag Stock held in the Unallocated Reserve.


 


2.1.32                  “Valuation Date” means each
day on which trading occurs on the New York Stock Exchange.


 


2.2                               CHOICE OF LAW. 
The Plan will be governed by the laws of the State of Iowa to the extent
that such laws are not preempted by the laws of the United States.  All controversies, disputes, and claims arising
hereunder must be submitted to the United States District Court for the
Southern District of Iowa, except as otherwise provided in any trust agreement
or group annuity contract governing all or a portion of the Trust Fund.


 


9

















 


ARTICLE III


 


PARTICIPATION


 


3.1          START OF PARTICIPATION.


 


3.1.1                        New Participants.  An Eligible Employee will become an Active
Participant on the following date:


 


(a)                                  Regular,
Full-Time Salaried Employees.  In the
case of a Salaried Employee who is classified as being employed on a regular,
full-time basis:


 


(1)                                  The
first day of the calendar month that next follows the date he/she completes
thirty (30) days of service with Maytag or an Affiliate (while it is an
Affiliate), provided he/she is then an Eligible Employee; or


 


(2)                                  Thereafter,
on the date he/she becomes an Eligible Employee.


 


Employment on a “regular, full-time basis” for this purpose will be
determined under the employment policies and payroll practices of Maytag.


 


(b)                                 Other
Salaried Employees.  In the case of
any other Salaried Employee:


 


(1)                                  The
first day of the calendar month that next follows the close of the first
eligibility computation period in which he/she is credited with one-thousand
(1,000) or more Hours of Service, provided he/she is then an Eligible Employee;
or


 


(2)                                  Thereafter,
on the date he/she becomes an Eligible Employee.


 


The twelve (12) month period beginning on the employment date is an “eligibility
computation period,” and each Plan Year starting after the employment date also
is an “eligibility computation period.” 
The “employment date” for this purpose is the date on which the Employee
is first credited with one Hour of Service or, in the case of an Employee whose
Termination of Employment occurs before he/she has satisfied the service
requirement in (1), above, and is later rehired, the date on which the Employee
is first credited after rehire with one Hour of Service.


 


(c)                                  General
Hourly Employees.  In the case of a
General Hourly Employee:


 


(1)                                  The
first day of the calendar month that next follows the date he/she completes the
following service with Maytag or an Affiliate (while it is an Affiliate),
provided he/she is then an Eligible Employee:


 


(A)                              Ninety
(90) days in the case of a General Hourly Employee of Dixie-Narco, Inc, working
in Williston, South Carolina;


 


(B)                                Thirty
(30) days in the case of any other General Hourly Employee; or


 


(2)                                  Thereafter,
on the date he/she becomes an Eligible Employee.


 


(d)                                 Collective
Bargaining Employees.  In the case of
a Collective Bargaining Employee:


 


(1)                                  The
first day of the calendar month that next follows the date he/she completes
his/her probationary period for participation set forth in the governing
collective bargaining agreement (not to exceed one year), provided he/she is
then an Eligible Employee; or


 


(2)                                  Thereafter,
on the date he/she becomes an Eligible Employee.


 


10

















 


3.1.2                        Former Participants.  A former Active Participant will again become
an Active Participant on the first day of the calendar month after he/she again
becomes a Eligible Employee.


 


3.1.3                        Credit for Service with a
Predecessor Employer.  An Employee
will receive credit for service with a Predecessor Employer for purposes of
determining his/her eligibility to participate in the Plan (and such service
will be treated as service with an Affiliate) as required under Code § 414(a).


 


3.2                               END OF PARTICIPATION.  An Active Participant will continue as such
for so long as he/she remains an Eligible Employee (at which point he/she will
become an Inactive Participant), and an Inactive Participant will continue as
such until he/she receives full payment of the balance of his/her Accounts.


 


ARTICLE IV


 


EMPLOYEE CONTRIBUTIONS


 


4.1                               BEFORE-TAX CONTRIBUTIONS.


 


4.1.1                        Base
Before-Tax Contributions.  An Active
Participant may elect to reduce his/her Compensation for a payroll period by
any whole percent, up to fifty percent (50%) (or up to sixteen percent (16%) in
the case of a Highly Compensated Employee) and, in exchange, Maytag and its
Participating Affiliates will make a Base Before-Tax Contribution to the Trust
Fund for such payroll period on behalf of the Participant.  The amount of the Base Before-Tax
Contribution will equal the amount of the reduction in Compensation.


 


Base Before-Tax Contributions for the Plan Year are subject to the
applicable limits set forth in Article VI, and Maytag may restrict the Base
Before-Tax Contributions during the Plan Year of Highly Compensated Employees
if and in such manner as it deems appropriate to comply with such limits for
the Plan Year.


 


4.1.2                        Catch-Up
Contributions.  A Participant who is
catch-up eligible may elect to reduce (or further reduce) his/her Compensation
for a payroll period by any whole percentage, up to an aggregate reduction with
the reduction in Sec. 4.1.1 of ninety-nine percent (99%), and, in exchange,
Maytag and its Participating Affiliates will make a Catch-Up Contribution for
such payroll period on behalf of the Participant. The amount of the Catch-Up Contribution
will equal the amount of the reduction in Compensation.


 


A  Participant is “catch-up
eligible” for this purpose if he/she has attained age fifty (50) or will attain
age fifty (50) by the last day of the Plan Year.


 


Catch-Up Contributions for a Plan Year may not exceed the limit in
effect for such Plan Year under Code § 414(v)(2)(B)(i).  If the Participant’s Base Before-Tax
Contributions for the Plan Year are less than the maximum permissible amount,
then his/her Catch-Up Contributions will be recharacterized as Base Before-Tax
Contributions at the close of the Plan Year to the extent necessary to cause
his/her Base Before-Tax Contributions (including amount so recharacterized) for
the Plan Year to equal the maximum permissible amount.  The “maximum permissible amount” for this
purpose means the lesser of the limit in effect for the Plan Year under Code §
402(g), or fifty percent (50%) (or sixteen percent (16%) in the case of a
Highly Compensated Employee) of the Participant’s Compensation for that portion
of the Plan Year during which he/she is an Active Participant (except that, for
the Plan Year ending December 31, 2004, for Participants who are not Highly
Compensated Employees, thirty-five and eighty-three one-hundredths percent
(35.83%) will be substituted for fifty percent (50%) to derive the maximum
permissible amount for such Plan Year).


 


4.1.3                        Special Before-Tax
Contribution of Lump-Sum Retiree Health Payments.  A Participant who is a Collective Bargaining
Employee whose Termination of Employment occurs prior to age fifty-five (55)


 


11

















 


and prior to June 5, 2005, who has thirty (30) or more years of
credited service under the terms of Supplement M (For Hoover Hourly Employees)
of the Maytag Corporation Employees Retirement Plan, and whose age at
Termination of Employment plus years of credited service equals or exceeds
eighty-five (85), may be eligible under the terms of his/her collective
bargaining agreement to receive a lump-sum cash retiree health payment in lieu
of employer-provided retiree health coverage. 
Such Participant will be allowed a special and separate election to
reduce any such lump-sum payment that is paid at or prior to Termination of
Employment by any whole percent, up to one-hundred percent (100%), and, in
exchange, Maytag and its Participating Affiliates will make a Base Before-Tax
Contribution to the Trust Fund on behalf of the Participant.   Such election must be made prior to Termination
of Employment and prior to the payable date of such lump-sum cash payment in
such manner, and in accordance with such rules, as will be prescribed for this
purpose by Maytag.   The elections made
by a Participant under Sec. 4.1.1 and 4.1.2 will not apply to the lump-sum cash
payment subject to the special election provided under this Sec. 4.1.3.


 


If the Before-Tax Contribution made under this Sec. 4.1.3 would cause
the total Base Before-Tax Contributions of the Participant for the Plan Year to
exceed the limit in effect under Code § 402(g), the election under this
Sec. 4.1.3 will be modified as appropriate so that the total Base Before-Tax
Contributions do not exceed such limit.


 


4.1.4                        Election Procedures.  An election to reduce Compensation (or the
modification or revocation of an election) may be made with such frequency as
is deemed appropriate by Maytag, and must be made in such manner and in
accordance with such rules as may be prescribed for this purpose by Maytag
(including by means of a voice response or other electronic system under circumstances
authorized by Maytag).  An election (or
modification or revocation of an election) will be effective as soon as
administratively practicable after the election is made, but in no event will
it be effective retroactive to a payroll date before the election is made.


 


4.2                               AFTER-TAX CONTRIBUTIONS.  A Participant is not required or permitted to
make after-tax contributions under the Plan.


 


4.3                               ROLLOVERS.  Maytag
in its sole discretion may allow an Eligible Employee who receives one or more
of the following distributions to make a Rollover of such distribution to this
Plan:


 


(a)                                  An
“eligible rollover distribution” (as defined in Code § 402(c)(4)) from a
qualified trust (as defined in Code § 402(c)(8)(A)), excluding the portion of
such distribution that reflects after-tax amounts; or


 


(b)                                 A
distribution from a “conduit” IRA – that is, an individual retirement account
that does not contain any amount attributable to any source other than a
rollover contribution from a qualified trust, excluding the portion of such
distribution that reflects after-tax amounts.


 


An Eligible Employee who makes a Rollover will not become an Active
Participant merely as a result of the Rollover (and thus will not be eligible
to make Base Before-Tax Contributions or Catch-Up Contributions, or receive
Matching Contributions/Allocations, until he/she has become an Active
Participant in accordance with the terms of the Plan).


 


A Rollover election must be made in such manner and in accordance with
such rules as may be prescribed for this purpose by Maytag.


 


4.4                               TIMING AND FORM OF CONTRIBUTION; COMPONENT. 
Before-Tax Contributions attributable to a given payroll period or to a
given payment will be paid in cash to the Trust Fund as soon as
administratively practicable after the close of such payroll period or
scheduled payment date of such payment, but not later then the fifteenth (15th)
business day of the calendar month following the close of such payroll period
or scheduled payment date of such payment.


 


Before-Tax Contributions are made under the Profit Sharing Component of
the Plan.  If a Participant directs that
Before-Tax Contributions be invested in Maytag Stock, such contributions


 


12

















 


will be transferred from the Profit Sharing Component to the ESOP
Component as soon as administratively practicable to effectuate the directions
of the Participant.


 


ARTICLE V


 


EMPLOYER CONTRIBUTIONS


 


5.1                               MATCHING CONTRIBUTIONS.


 


5.1.1                        Matching
Contributions.  A Participant who is
described in Sec. 5.1.3 will receive a Matching Contribution/Allocation for a
calendar month as follows:


 


(a)                                  If
Exempt Loan Not Outstanding. If an Exempt Loan is not outstanding, Maytag
and its Participating Affiliates will make a Matching Contribution on behalf of
each Participant described in Sec. 5.1.3 for each calendar month in an amount
that will result in shares of Maytag Stock being credited to the Participant’s
Matching Account with an average value equal to the Matching Contribution
determined in accordance with the applicable formula set forth in Appendix A
(with different formulas applying to different eligible employee groups, and
within an eligible employee group, with different formulas applying to Cash
Balance Formula Participants and other Active Participants).  The Matching Contribution will be determined
each calendar month based on the Before-Tax Contributions (disregarding
Before-Tax Contributions made under Sec. 4.1.3) and Compensation for payroll
periods ending within the month.


 


The “average value” of a share of Maytag Stock for this purpose will be
determined by averaging the high and low trading prices of Maytag Stock on the
New York Stock Exchange for each of the last twenty (20) trading days in the
calendar month.


 


Any Forfeiture Account balance may be used to offset the Matching
Contribution required for a calendar month if so directed by Maytag.


 


(b)                                 If
Exempt Loan Outstanding.  If an
Exempt Loan is outstanding, Maytag and its Participating Affiliates will make
Matching Contributions on behalf of all Participants from time to time in an
amount not less than the minimum amount necessary to enable the Trustee to make
the payment due on such Exempt Loan to the extent such payment cannot be
satisfied by using:


 


(1)                                  The
cash held in any Forfeiture Account (including cash resulting from a sale of
shares of Maytag Stock held in the Forfeiture Account) to the extent that
Maytag directs that such cash be applied to pay the Exempt Loan;


 


(2)                                  The
cash dividends paid on shares of Maytag Stock held in the Unallocated Reserve
or other investment earnings on assets of the Unallocated Reserve; or


 


(3)                                  The  cash dividends paid on shares of Maytag Stock
allocated to Participant Accounts to the extent not distributed at the election
of the Participant (or Beneficiary following the death of the Participant)
under Sec. 8.3.


 


5.1.2                        Account Allocations.  Matching Contributions will be applied to
make the payment due on any outstanding Exempt Loan to the extent such payment
cannot be satisfied by using the amounts specified in Sec. 5.1.1(b).   Maytag Stock released from the Unallocated
Reserve as a result of such payment will be allocated among the Accounts of
Participants described in Sec. 5.1.3 in the manner described in Sec.  7.2.2(b).   
If the average value of the Maytag Stock allocated to the Account of any
Participant for a calendar month under Sec. 7.2.2(b) is less than the Matching
Contribution such Participant would receive for such period if an Exempt Loan
were not outstanding, an additional Matching Contribution will be made on
behalf of such Participant for such calendar month equal to the difference in
accordance with Sec. 5.1.1(a).


 


13

















 


A Matching Contribution made on behalf of a Participant that is not
applied to an Exempt Loan will credited to his/her Matching Account as soon as
administratively practicable after such contribution is paid into the Trust
Fund.


 


5.1.3                        Individuals Eligible to
Receive Matching Contribution/Allocation. 
A Participant will be eligible for a Matching Contribution/Allocation
for a calendar month if he/she has Compensation for the calendar month and
he/she:


 


(a)                                  Is
an Active Participant on the last business day of the calendar month;


 


(b)                                 Died
during the calendar month, provided he/she was an Active Participant
immediately prior to death; or


 


(c)                                  Retired
during the calendar month, provided he/she was an Active Participant
immediately prior to his/her Termination of Employment.


 


A Participant will be deemed to have “retired” for this purpose if his/her
Termination of Employment occurs at a time when, had he/she been a participant
in the “traditional pension formula” under the Maytag Corporation Retirement
Income Plan (“Retirement Income Plan”), he/she could have commenced an
immediate pension under the Retirement Income Plan.


 


5.1.4                        Limits.  Matching Contributions/Allocations will be
subject to the applicable limits set forth in Article VI.  Further, Matching Contributions/Allocations
will not be made based on Base Before-Tax Contributions that are distributed as
excess deferrals under Sec. 6.1, as excess contributions under Sec. 6.2.1 or as
excess annual additions under Sec. 6.3. 
Any Matching Contributions/Allocations made before the amount of the
excess is determined will become a forfeiture, and will be credited to the
Forfeiture Account to be applied as provided in the Plan.


 


Base Before-Tax Contributions distributed to a Participant will for
this purpose be deemed to consist first of Base Before-Tax Contributions in
excess of the matched percentage specified in Appendix A for payroll periods
ending within the Plan Year (that is, they will deemed to consist first of
amounts that were not eligible for Matching Contributions/Allocations).


 


5.2                               TIMING AND FORM OF CONTRIBUTION; COMPONENT. 
Matching Contributions will be paid to the Trust Fund in cash or in
shares of Maytag Stock, as deemed appropriate by Maytag, at such time or times
as is deemed appropriate by Maytag.  If
paid in shares of Maytag Stock, each share so contributed will, for purposes of
determining the number of shares to be contributed (but not for purposes of
determining the contribution amount for nondiscrimination testing purposes, or
purposes of calculating corporate deductions or any other purpose), be deemed
to have a value equal to the average value specified in Sec. 5.1.1(a).


 


Matching Contributions are made under the ESOP Component of the Plan,
and will be invested in Maytag Stock, subject to subsequent diversification at
the direction of the Participant under Sec. 8.1.2.


 


ARTICLE VI


 


CONTRIBUTION LIMITS


 


6.1                               CODE SECTION 402(G) LIMIT ON BASE BEFORE-TAX CONTRIBUTIONS. 
The Base Before-Tax Contributions made on behalf of a Participant for a
Plan Year will not exceed the limit in effect for such Plan Year under Code §
402(g).  If Base Before-Tax
Contributions, in combination with all other elective deferrals (as defined in
Code § 402(g)(3)) of the Participant for the Plan Year, other than
Catch-Up Contributions under this Plan or any other catch-up contributions
under Code § 414(v), exceed such limit, then the Participant may attribute all
or any portion of the excess to this Plan and


 


14

















 


request that such portion be distributed from this Plan.  The portion of the excess attributed to this
Plan will first be reduced by the amount of any recharacterization or reduction
in Base Before-Tax Contributions made under Sec. 6.2.1.  The remaining excess, adjusted for investment
gain or loss, will be distributed as soon as administratively practicable after
a request for distribution is filed with Maytag by the Participant (but not
later than the April 15th following the close of the Plan
Year).  Any such request for distribution
must be filed by March 1st following the close of the Plan Year
in such manner and in accordance with such rules as will be prescribed for this
purpose by Maytag.


 


The investment gain or loss allocable to an excess hereunder will equal
the investment gain or loss on the Participant’s Before-Tax Contribution
Account for the Plan Year multiplied by a fraction, the numerator of which is
the amount of the excess distributed to him/her and the denominator of which is
the sum of the balance of the Before-Tax Contribution Account as of the first
day of the Plan Year plus the Before-Tax Contributions made for the Plan
Year.  Investment gain or loss will not
be allocated for the gap period between the end of the Plan Year and the date
of distribution from the Plan.


 


6.2                               CODE SECTION 401(K) NONDISCRIMINATION TEST.


 


6.2.1                        Code Section 401(k) Test.
The Plan will satisfy the “average deferral percentage test” of Code
§ 401(k)(3) each Plan Year.  If such
test is not satisfied for a Plan Year, then the Base Before-Tax Contributions
made on behalf of the Participants who are Highly Compensated Employees for
such Plan Year will be reduced as follows:


 


(a)                                  The total reduction amount for purposes of this subsection
will be determined as the excess of:


 


(1)                                  The aggregate dollar amount of Base Before-Tax
Contributions actually taken into account in computing the deferral percentages
for all Highly Compensated Employees for the Plan Year; over


 


(2)                                  The maximum dollar amount of Base Before-Tax Contributions
for Highly Compensated Employees permitted under the average deferral
percentage test, determined by hypothetically reducing Base Before-Tax
Contributions made on behalf of Highly Compensated Employees in order of the
deferral percentages, highest to lowest.


 


(b)                                 The Base Before-Tax Contributions of the Highly Compensated
Employees who have the greatest dollar amount of Base Before-Tax Contributions
for the Plan Year will be reduced to the extent necessary to reduce the amount
to the next lower dollar amount of Base Before-Tax Contributions contributed
for a Highly Compensated Employee, unless a lesser reduction would be
sufficient to equal the remaining total reduction amount.


 


(c)                                  If the reduction in paragraph (b) above does not result in
aggregate reductions equal to the total reduction amount in paragraph (a)
above, this method of reductions will be repeated one or more additional times
until the aggregate amount of the reductions under this subsection is an amount
equal to the total reduction amount in paragraph (a).


 


The amount of reduction will be allocated among the Highly Compensated
Employees in the manner prescribed by Code § 401(k).  If a Participant who is allocated such excess
is “catch-up eligible” under Sec. 4.1.2, and if he/she has not otherwise
contributed the maximum Catch-Up Contributions allowed for the Plan Year, then
so much of such excess as does not exceed the difference between the maximum
Catch-up Contributions allowed for the Plan Year and the actual Catch-Up
Contributions made by such Participant for the Plan Year will be
recharacterized as a Catch-Up Contribution for the Plan Year.  Otherwise, the excess (or the remaining
portion thereof after recharacterization) allocated to any Participant,
adjusted for investment gain or loss, will be distributed to the Participant as
soon as administratively practicable after the close of the Plan Year (but not
later than the close of the next Plan Year).


 


15

















 


The investment gain or loss allocable to an excess hereunder will equal
the investment gain or loss on the Participant’s Before-Tax Contribution
Account for the Plan Year multiplied by a fraction, the numerator of which is
the amount of the excess distributed to him/her and the denominator of which is
the sum of the balance of the Before-Tax Contribution Account as of the first
day of the Plan Year plus the Before-Tax Contributions made for the Plan
Year.  Investment gain or loss will not
be allocated for the gap period between the end of the Plan Year and the date
of distribution from the Plan.


 


Code § 401(a)(17) will apply to limit the Compensation taken into
account in determining the deferral percentage of a Participant.


 


The average deferral percentage test will be applied using the prior
year testing method.


 


6.2.2                        Code Section 401(m) Test.  The Plan will satisfy the “actual contribution
percentage test” of Code § 401(m)(2) for such Plan Year.   If the actual contribution percentage test
is not satisfied for a Plan Year for which it is required to be satisfied, then
the Matching Contributions made on behalf of the Participants who are Highly
Compensated Employees for such Plan Year will be reduced as follows:


 


(a)                                  The
total reduction amount for purposes of this subsection will be determined as
the excess of :


 


(1)                                  The
aggregate dollar amount of Matching Contributions actually taken into account
in computing the contribution percentages for all Highly Compensated Employees
for the Plan Year; over


 


(2)                                  The
maximum dollar amount of Matching Contributions for Highly Compensated
Employees permitted under the actual contribution percentage test, determined
by hypothetically reducing Matching Contributions made on behalf of Highly
Compensated Employees in order of the contribution percentages, highest to
lowest.


 


(b)                                 The
Matching Contributions of the Highly Compensated Employees who have the greatest
dollar amount of Matching Contributions for the Plan Year will be reduced to
the extent necessary to reduce the amount to the next lower dollar amount of
Matching Contributions contributed for a Highly Compensated Employee, unless a
lesser reduction would be sufficient to equal the remaining total reduction
amount.


 


(c)                                  If
the reduction in subsection (b) above does not result in aggregate reductions
equal to the total reduction amount in subsection (a) above, this method of
reductions will be repeated one or more additional times until the aggregate
amount of the reductions under this subsection is an amount equal to the total
reduction amount in subsection (a).


 


The amount of the reduction will be allocated among the Highly
Compensated Employees in the manner prescribed by Code § 401(m).  The excess allocated to any Participant,
adjusted for investment gain or loss, will be distributed to the Participant as
soon as administratively practicable after the close of the Plan Year (but not
later than the close of the next Plan Year).


 


The investment gain or loss allocable to an excess hereunder will equal
the investment gain or loss on the Participant’s Matching Contribution Account
for the Plan Year multiplied by a fraction, the numerator of which is the amount
of the excess distributed to him/her and the denominator of which is the sum of
the balance of the Matching Contribution Account as of the first day of the
Plan Year plus the Matching Contributions made for the Plan Year.  Investment gain or loss will not be allocated
for the gap period between the end of the Plan Year and the date of
distribution from the Plan.


 


Code § 401(a)(17) will apply to limit the Compensation taken into
account in determining the contribution percentage of a Participant.


 


16

















 


The actual contribution percentage test will be applied after the
actual deferral percentage test has been satisfied, and will be applied using
the prior year testing method.


 


6.2.3                        Incorporation of Guidance.  All nondiscrimination tests will be applied
by reference to current regulations and subsequent guidance issued by the IRS.


 


6.3                               MAXIMUM ANNUAL ADDITIONS.


 


6.3.1                        Defined Contribution Plan
Limit.  The Annual Additions with
respect to a Participant for a Plan Year will not exceed the lesser of:


 


(a)           The dollar amount in effect for such Plan Year under Code § 415(c)(1)(A)),
or


 


(b)           One-hundred percent (100%) of the Participant’s Compensation for the Plan
Year.


 


If a Participant has Annual Additions under more than one defined
contribution plan maintained by Maytag or an Affiliate, the Annual Additions
under all such plans will not exceed the above-specified limit.


 


6.3.2                        Correction if Limit is Exceeded.  If the
limit specified in Sec. 6.3.1 is exceeded with respect to a Participant who is “catch-up
eligible” under Sec. 4.1.2, and if he/she has not otherwise contributed the
maximum Catch-Up Contributions allowed for the Plan Year, then so much of
his/her Base Before-Tax Contributions (if any) as does not exceed the
difference between the maximum Catch-Up Contribution allowed for the Plan Year
and the actual Catch-Up Contributions made by such Participant for the Plan
Year will be recharacterized as a Catch-Up Contribution. Otherwise, to the
extent necessary to comply with the limit in Sec. 6.3.1, a refund will first be
made of the Base Before-Tax Contributions (or the remaining portion thereof
after recharacterization) or other elective deferrals (as defined in Code
§ 402(g)(3)) made by the Participant, other than Catch-Up Contributions,
adjusted for investment gains (if such type of contribution has been made under
more than one plan, then the refunds will be made prorata from such
plans).  For purposes of determining
investment gain, the methodology used will be the same as specified in Sec.
6.1.


 


6.4                               DEDUCTION LIMIT. 
The contributions made for any Plan Year will not exceed the maximum
amount allowable as a deduction in computing the taxable income for federal
income tax purposes of Maytag and its Affiliates for the taxable year of Maytag
that ends with or within the Plan Year, and each contribution is expressly
conditioned upon its being deductible under Code § 404.


 


ARTICLE VII


 


ACCOUNTS


 


7.1                               ACCOUNTS.


 


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


 


(a)                                  A
“Base Before-Tax Contribution Account” to reflect amounts attributable to Base
Before-Tax Contributions;


 


(b)                                 A
“Catch-Up Contribution Account” to reflect amounts attributable to Catch—Up
Contributions;


 


(c)                                  A
“Matching Contribution Account” to reflect amounts attributable to matching
contributions made by Maytag or a Participating Affiliate under the Maytag
Corporation Employee Stock Ownership Plan prior to September 1, 2004, or under
this Plan after September 1, 2004;


 


17

















 


(d)                                 A
“Rollover Account” to reflect amounts attributable to Rollovers; and


 


(e)                                  A
“Predecessor Plan Account” to reflect amounts attributable to any transfer
received from a predecessor plan (and more than one Predecessor Plan Account
may be maintained with respect to a given merger or transfer as deemed
appropriate by Maytag to account for different contribution sources).  Currently, the following Predecessor Plan
Accounts are maintained:


 


(1)                                  “Blodgett
Contribution Account” to reflect amounts attributable to contributions made
under the G.S. Blodgett Corporation Savings Plan for the period prior to
January 1, 1999.


 


(2)                                  “Goodman/Amana
Contribution Account” to reflect amounts attributable to contributions made
under the Goodman/Amana 401(k) Plan for the period prior to January 1, 2002.


 


(3)                                  “Amana
Hourly Contribution Account” to reflect amounts attributable to contributions
made under the Amana Company L.P. 401(k) Plan for Specified Hourly Payroll
Employees for the period prior to February 1, 2002.


 


(4)                                  “Hoover
Contribution Account” to reflect amounts attributable to contributions made
under the Hoover Company I L.P. Retirement Savings Plan for Hourly-Rated
Employees for the period prior to January 1, 2004.


 


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


 


7.1.2                        Balance of Accounts.  The portion of an Account that is not
invested in the Maytag Stock  will have a
cash balance expressed in United States Dollars.  The portion of an Account that is invested in
Maytag Stock will have a balance expressed in full and fractional shares of
Maytag Stock.


 


7.1.3                        Accounts for Bookkeeping
Only.  Accounts are for bookkeeping
purposes only and the maintenance of Accounts will not require any segregation
of assets of the Trust Fund.


 


7.2          VALUATION OF ACCOUNTS.


 


7.2.1        Daily
Adjustments.  Accounts will be
adjusted as of each Valuation Date as follows:


 


(a)                                  Contributions.  Contributions made with respect to a
Participant will be added to the balance of the appropriate Account as soon as
administratively practicable after such contributions are paid into the Trust
Fund or, in the case of a Matching Contribution applied to repay an Exempt
Loan, as soon as administratively practicable after the shares of Maytag Stock
are released from the Unallocated Reserve. 
However, for purposes of applying the nondiscrimination tests under Code
§§ 401(a)(4) and 401(k), for purposes of determining the maximum allocations
under Code § 415, for purposes of calculating the deductions under Code § 404
and for any other qualification provision of the Code, a contribution will be
treated as having been made for the Plan Year designated by Maytag provided
that the contribution is paid into the Trust Fund by such deadline as may be
prescribed for the applicable provision of the Code.


 


(b)                                 Cash Dividends on Maytag Stock.  The cash
dividends paid on shares of Maytag Stock will be credited as follows:


 


(1)                                  In the case of dividends paid on Maytag Stock
credited to Participant Accounts as of the record date of such dividend:


 


(A)                              If the Participant (or Beneficiary following the death of the
Participant) has elected to have such dividends paid to him/her pursuant to
Sec. 8.3, such


 


18

















 


dividends will be paid to the Participant (or
Beneficiary) as soon as administratively practicable following the payable date
of such dividend; or


 


(B)                                Otherwise, such dividends will be applied to purchase Maytag Stock for
the Participant’s Accounts on or as soon as administratively practicable after
the payable date of such dividend.


 


(2)                                  In the case of dividends paid on Maytag Stock
credited to the Unallocated Reserve or to a Forfeiture Account as of the record
date of such dividend, such dividends will be added to the Unallocated Reserve
or Forfeiture Account as of the payable date of the dividends and applied as
provided in the Plan.


 


If an Exempt Loan is outstanding, the election
available under Sec. 8.3 will not apply to dividends paid on shares Maytag
Stock that were acquired with the proceeds of such Exempt Loan and are credited
to Participant Matching Contribution Accounts. 
Cash dividends paid on such shares of Maytag Stock will be applied to
pay the Exempt Loan, resulting in a release and allocation of Maytag Stock from
the Unallocated Reserve in accordance with Sec. 7.2.2(a).


 


(c)                                  Gain
or Loss on Other Investment Funds. 
The gain or loss on the mutual funds or other investment options (other
than Maytag Stock) in which Accounts are invested will be reflected in such
Accounts as provided in Sec. 8.2.2.


 


(d)                                 Loan
Interest Payments.  The interest
payments received on a loan made to a Participant will be added to the balance
of the appropriate Account as soon as administratively practicable after such
interest payments are paid into the Trust Fund. 
Interest accrued but unpaid on a loan on the date of any distribution
from an Account against which the loan is to be offset will be added to the
balance of the Account prior to such offset (or as of such earlier date as may
be specified in the loan procedures for the participant loan program).


 


(e)                                  Withdrawals,
Distributions and Transfers.  The
withdrawals, distributions and transfers from the Plan made from an Account
will be subtracted from the balance of the Account as of the date the
withdrawal, distribution or transfer is made from the Trust Fund, or as of the
date the amount is transferred to a disbursement account to effectuate the
withdrawal, distribution or transfer from the Trust Fund.


 


Any items of income, gain or loss, or expense not
provided for under the above provisions and not applied to pay expenses of the
Plan will be allocated among the Accounts in accordance with rules prescribed
for this purpose by Maytag and the portion allocated to each will be added to
or subtracted from the Account as of the date established by Maytag.


 


7.2.2                        Adjustments to Maytag Stock Released from the Unallocated Reserve.  The
following adjustments will be made to reflect Maytag Stock released from the
Unallocated Reserve as a result of using Matching Contributions, dividends and
cash forfeitures to pay an Exempt Loan:


 


(a)                                  Dividends on Maytag Stock.  The
number of shares of Maytag Stock subject to this paragraph will equal the
number of shares with an aggregate fair market value as of the date of release
from the Unallocated Reserve equal to the cash dividends paid on shares of
Maytag Stock that were purchased with the Exempt Loan (or purchased with a loan
that has been refinanced with the Exempt Loan) and are credited to Participant
Matching Contribution Accounts.


 


The number of shares subject to this paragraph
will be credited to Participant Matching Contribution Accounts as soon as
administratively practicable after release from the Unallocated Reserve.  The shares released will be allocated among
the Participants and Beneficiaries who have shares credited to their Matching
Contribution Accounts, and the shares allocated to each will be added to the
balance of his/her Matching Contribution Account.  The shares allocated to each such Participant
or Beneficiary will equal the total number of shares released and subject to
this paragraph multiplied by a fraction, the numerator of which is amount of
the dividends attributable to the Participant or Beneficiary 


 


19

















 


that are applied to the Exempt Loan, and the
denominator of which is the aggregate amount of the dividends attributable to
all such Participants and Beneficiaries that are applied to the Exempt Loan.


 


The Maytag Stock subject to this paragraph will be
drawn from Maytag Stock released from the Unallocated Reserve.


 


(b)                                 Matching Contributions.  The
number of shares of Maytag Stock subject to this paragraph will equal the
lesser of:


 


(1)                                  The number of shares of Maytag Stock with an
average value (as determined under Sec. 5.1.1(a)) equal to the Matching
Contributions due for the month under Appendix A; or


 


(2)                                  The number of shares of Maytag Stock released from
the Unallocated Reserve and remaining after the allocation under paragraph (a).


 


The number of shares of Maytag Stock subject to
this paragraph will be credited to Participant Matching Contribution Accounts
as soon as administratively practicable after release from the Unallocated
Reserve. The shares released will be allocated among the Participants described
in Sec. 5.1.3, and the shares allocated to each will be added to the balance of
his/her Matching Contribution Account.  
The shares allocated to each Participant described in Sec. 5.1.3 will
equal the total number of shares released and subject to this paragraph
multiplied by a fraction, the numerator of which is amount of the Matching
Contribution calculated for such Participant under Sec. 5.1.1(a), and the denominator
of which is the aggregate Matching Contributions calculated for all such
Participants under Sec. 5.1.1(a).


 


The Maytag Stock subject to this paragraph will be
drawn from Maytag Stock released from the Unallocated Reserve, or from Maytag
Stock held in any Forfeiture Account if so directed by Maytag.


 


7.2.3                        Processing Transactions
Involving Accounts.  Accounts will be
adjusted to reflect contributions, distributions and other transactions as
provided in Secs. 7.2.1 and 7.2.2. However, all information necessary to
properly reflect a given transaction in the Accounts may not be immediately
available, in which case the transaction will be reflected in the Accounts when
such information is received and processed. 
Further, subject to express limits that may be imposed under ERISA or
the Code, Maytag reserves the right to delay the processing of any
contribution, distribution, allocation or other transaction for any legitimate
administrative reason (including, but not limited to, failure of systems or
computer programs, failure of the means of the transmission of data, force
majeure, the failure of a service provider to timely receive net asset values
or prices, or to correct for its errors or omissions or the errors or omissions
of any service provider).  With respect
to any contribution, distribution or other transaction, the processing date of
the transaction will be considered the applicable Valuation Date for that
transaction and will be binding for all purposes of the Plan.


 


7.3          STATEMENTS.


 


7.3.1                        Statements.  Maytag may cause benefit statements to be
issued from time to time advising Participants and Beneficiaries of the balance
and/or investment of their Accounts, but it is not required to issue benefits
statements except at the request of a Participant or Beneficiary to the extent
so required by ERISA.


 


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


 


Each Participant or Beneficiary has a duty to promptly review each
benefit statement and to notify Maytag of any error that appears on such
statement within thirty (30) days of the date such


 


20

















 


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


 


7.4          VOTING RIGHTS ON MAYTAG STOCK .


 


7.4.1                        In
General.  A Participant (or
Beneficiary of a deceased Participant) may instruct the Trustee as to how to
vote shares of Maytag Stock credited to his/her Accounts on any matter
submitted for a vote to shareholders of Maytag. 
The number of shares with respect to which a Participant or Beneficiary
may provide voting instructions will equal the number of shares credited to his/her
Account as of the record date for determining the shareholders entitled to vote
at the shareholder meeting.  Maytag will
cause the proxy materials that are sent to shareholders to be sent to
Participants and Beneficiaries prior to the shareholders meeting at which the
vote is to be cast.  Maytag or the
Trustee will establish a deadline by which instructions must be received from
Participants and Beneficiaries; the Trustee will tabulate the instructions
received by that deadline, will determine the number of votes for and against
each proposal, and will vote the allocated shares in accordance with the
directions received.


 


7.4.2                        Voting
of Shares for Which Directions Not Received; Unallocated Shares.  The Trustee will vote all shares of Maytag
Stock credited to Participant or Beneficiary Accounts for which instructions
from Participants or Beneficiaries have not been received by the established
deadline, and shares of Maytag Stock held in the Trust Fund but not credited to
Participant or Beneficiary Accounts (for example, Maytag Stock held in the
Unallocated Reserve or a Forfeiture Account), in the same proportion as shares
of Maytag Stock credited to Participant or Beneficiary Accounts for which
timely instructions have been received.


 


7.4.3                        Named
Fiduciary.  A Participant or
Beneficiary will be a “named fiduciary” to the extent of the investment control
granted under this Section.


 


7.5                               TENDER OR EXCHANGE OFFERS REGARDING MAYTAG
STOCK .


 


7.5.1                        In
General.  A Participant (or
Beneficiary of a deceased Participant) may instruct the Trustee as to whether
or not to tender or exchange shares of Maytag Stock credited to his/her Account
in any tender or exchange offer for shares of Maytag Stock.  The number of shares with respect to which a
Participant or Beneficiary may provide instructions will equal the number of
shares credited to his/her Account as of a date established by Maytag that
precedes the date on which a response is required to the offer (with
appropriate adjustments to reflect subsequent transactions with respect to the
Account).  Maytag will use reasonable
efforts to cause each Participant and Beneficiary to be sent a notice of the
terms of any tender or exchange offer, and to be provided with forms by which
the Participant or Beneficiary may instruct the Trustee to tender shares of Maytag
Stock credited to his account, to the extent permitted under the terms of such
offer.  Maytag or the Trustee will
establish a deadline by which instructions must be received from Participants
and Beneficiaries; the Trustee will tabulate the instructions received by that
deadline, will determine the number of shares to tender and retain, and will
tender or retain the shares in accordance with the directions received.


 


A Participant or Beneficiary may not instruct the Trustee to tender or
exchange some but less than all the shares of Maytag Stock credited to his/her
Account, and an instruction to tender or exchange less than all will be deemed
to be an instruction not to tender or exchange any shares of Maytag Stock.


 


7.5.2                        Voting
of Shares for Which Directions Not Received; Unallocated Shares.  The Trustee will not tender or exchange
shares of Maytag Stock credited to Participant or Beneficiary Accounts for
which instructions from the Participant or Beneficiary have not been received
by the established deadline.  The Trustee
will tender or exchange shares of Maytag Stock held in the Trust Fund but not
credited to Participant or Beneficiary Accounts (for example, shares held in
the Unallocated Reserve or a


 


21

















 


Forfeiture Account) in the same proportion as shares of Maytag Stock
credited to Participant or Beneficiary Accounts for which timely instructions
have been received.


 


7.5.3                        Named Fiduciary.  A Participant or Beneficiary will be a “named
fiduciary” to the extent of the investment control granted under this Section.


 


ARTICLE VIII


 


INVESTMENT OF ACCOUNTS


 


8.1                               MAYTAG STOCK-ESOP COMPONENT.


 


8.1.1                        Maytag Stock.  The Plan includes an ESOP Component that is
an employee stock ownership plan (within the meaning of Code § 4975(e)(7))
that is designed to invest in Maytag Stock. 
The ESOP Component consists of all Maytag Stock held in the Trust Fund,
including Maytag Stock purchased as a result of a volitional transfer from the
Profit Sharing Component made at the direction of a Participant or Beneficiary.


 


Matching Contributions will be made to the ESOP Component and will be
invested in Maytag Stock, subject to diversification at the direction of a
Participant or Beneficiary under Sec. 8.1.2.


 


8.1.2                        Diversification Transfers to
Profit Sharing Component.  A
Participant (or Beneficiary following the death of a Participant) may elect at
any time to convert all or any portion of his/her interest in Maytag Stock
under the Plan to cash and have such cash transferred to the Profit Sharing
Component of the Plan to be invested in the investment options available under
the Profit Sharing Component; provided that,
diversification will not be allowed prior to September 8, 2004 (and prior to
the merger of the Maytag Corporation Employee Stock Ownership Plan into this
Plan, the ability to diversify was governed by the terms of the Maytag
Corporation Employee Stock Ownership Plan).


 


8.2                               INVESTMENT OPTIONS-NON-ESOP
COMPONENT.


 


8.2.1                        Investment Options.  Maytag, acting through its Investment
Committee, will determine the investment options that will be made available
under the Profit Sharing Component of the Plan, which may include mutual funds,
common or commingled investment funds, group annuity, deposit administration or
separate account contracts issued by an insurance company, a self-directed
brokerage account option or any other investment option deemed appropriate by
Maytag.  The Plan is intended, in part,
to serve as a vehicle for voluntary stock ownership; accordingly, Maytag Stock
will be maintained as an investment option under the ESOP Component of the
Plan, and a Participant or Beneficiary can invest in Maytag Stock by means of a
volitional transfer to the ESOP Component. 
Maytag may at any time and from time to time add to or remove from the
investment options under the Profit Sharing Component; provided however, at
least three (3) investment options will be made available at all times
consistent with ERISA § 404(c).


 


The Plan is
intended to comply with ERISA § 404(c). 
Accordingly, a Participant (or Beneficiary following the death of the
Participant) generally will be allowed to direct the investment of his/her
Account among the investment options made available under the Plan, or in
Maytag Stock by means of a volitional transfer to the ESOP Component.  However, circumstances may arise from time to
time where investment direction is restricted or unavailable (for example, a “blackout
period” may be imposed to facilitate account transitions, investment directions
may be restricted under the circumstances described in Sec. 8.2.4, 8.2.5 and
8.2.6, or investment directions may not be able to be effectuated as a result
of rules or regulations imposed on the operation of an investment option by law
or action of an agency or body that regulates such investment option, such as
the SEC, NYSE or NASD).  The procedures
and processing standards below will not apply in the event of any such restrictions
or unavailability with respect to an Account.


 


In the case of a
sale of Maytag Stock credited to any Participant or Beneficiary Account, to
effectuate the reinvestment of the cash proceeds in another investment fund,
such reinvestment will be made


 


22

















 


as soon as
administratively practicable taking into account the settlement period for
Maytag Stock (currently, T+3).


 


Maytag may direct
that a cash component be maintained within and as part of any pooled investment
fund, self-directed brokerage account option or other investment option to
provide liquidity for distributions, investment transactions or for any other
purpose, with such cash component being held in cash or invested in short-term
cash equivalent investments or securities (including, but not limited to,
United States Treasury Bills, commercial papers, savings accounts and
certificates of deposit, and common or commingled trust funds invested in such
short-term cash equivalent investments or securities).


 


Maytag may make
different investment options available for different Accounts under the Plan.


 


8.2.2                        Investment Gains or Losses.  Investment gains or losses of the Trust Fund
with respect to an investment option will be allocated as follows:


 


(a)                                  In
the case of any mutual fund or pooled investment fund that expresses interests
in units (e.g., a collective investment trust), the value of that portion of an
Account invested in the mutual fund or pooled investment fund as of any date
will equal the value of a share or unit in such fund multiplied by the number
of shares or units credited to the Account.


 


(b)                                 In
the case of any pooled investment fund that does not express interest in units,
gains or losses on the pooled investment fund will be allocated among the
Accounts in proportion to the value of that portion of each Account invested in
such fund immediately prior to the allocation, and the gain or loss allocated
to each will be credited to or charged against the Account.  Alternatively, unit values may be established
for a pooled investment fund in accordance with investment rules prescribed for
this purpose by Maytag, and the value of that portion of a Account invested in
a pooled investment fund will equal the value of a unit in such fund multiplied
by the number of units credited to the Account.


 


(c)                                  In
the case of any investment that is held specifically for an Account (e.g.,
amounts held in a brokerage account or otherwise, or Maytag Stock) any gain or
loss on such investment will be credited to or charged against the Account.


 


Any investment gain or loss of the Trust Fund that is not directly
attributable to the investment of the Account of any Participant (including,
for example, any “float” earned on a contribution or disbursement account
established for the Plan and not treated as part of the compensation of the
Trustee or paying agent for the Plan, and any 12b-1 or similar fees paid to the
Plan) will be applied to pay administrative expenses of the Plan, with any
excess remaining at the close of the Plan Year being allocated among the
Accounts in accordance with rules established for this purpose by Maytag.


 


8.2.3                        Investment Direction
Procedures.  Investment directions
may be given with such frequency as is deemed appropriate by Maytag, 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 Maytag
(including by means of a voice response or other electronic system under
circumstances so authorized by Maytag). 
All investment directions will be complete as to the terms of the
investment transaction and will remain in effect until a new investment
direction is filed by the Participant (or Beneficiary following the death of a
Participant).


 


8.2.4                        Processing Investment
Transactions.  Investment directions
will be processed as soon as administratively practicable after proper
investment directions are received from the Participant (or Beneficiary
following the death of a Participant). 
Neither the Plan nor Maytag provides a guarantee that investment
directions will be processed on a daily basis, or provides a guarantee in any
respect as to the processing time of an investment direction.  Notwithstanding the general provisions of
Sec. 7.2.1, Maytag reserves the right to not value an investment option or an
Account on any given Valuation Date for any reason deemed appropriate by
Maytag.  Maytag further reserves the
right to delay the processing of any investment transaction for any legitimate
administrative reason


 


23

















 


(including, but not limited to, failure of systems or computer
programs, failure of the means of the transmission of data, force majeure, the
failure of a service provider to timely receive values or prices, to correct
for its errors or omissions or the errors or omissions of any service
provider).  With respect to any
investment transaction, the processing date of the transaction will be
considered the applicable Valuation Date for that transaction and will be
binding for all purposes of the Plan.


 


8.2.5                        Permitted
Restrictions to Preclude Market-Timing and Other Detrimental Practices.  If Maytag
determines that a Participant or Beneficiary is engaging in market-timing or
other investment activity that has, or could potentially have, a detrimental impact
on other Participants and Beneficiaries (directly, or as an indirect result of
the impact that activity of such type may have on investors in the investment option
in terms of increased fees borne by investors, inefficiencies in investment
management or otherwise) or that contravenes the rules of such investment
option, Maytag may, in its sole discretion, restrict such transactions (for
example, by precluding certain transactions or types of investment activity,
delaying the implementation of investment directions, limiting the dollar
amount of permitted transactions, restricting the number of investment
directions that can be given within a specified period, or requiring that
directions be made in a certain manner or a certain period of time prior to
being effectuated).  Maytag may apply any
such restriction to the Participant or Beneficiary in question, or may
establish rules and procedures to apply such restriction to all, or specified
groups of, Participants and Beneficiaries. 
Maytag may rely conclusively on a determination made by the investment
manager of an investment option (or an agent thereof) that investment activity
of a given type may be detrimental to investors or contravenes the rules of
such investment option.


 


8.2.6                        Restrictions Resulting from
Insider Trading Policy.  Transfer
directions with respect to investment in Maytag Stock may be limited under any
insider trading policy that may be adopted from time to time by Maytag (acting
in its corporate capacity), the terms and conditions of which will be deemed to
form part of the Plan.


 


8.3          DIVIDENDS ON
ALLOCATED SHARES – PASS-THROUGH OPTION.


 


8.3.1                        Dividend Pass-Through.  Cash
Dividends paid on shares of Maytag Stock credited to the Accounts of a
Participant (or Beneficiary following the death of a Participant) as of the
record date of such dividend will be:


 


(a)                                  Paid
to the Participant or Beneficiary if so elected under the procedure outlined
below; or


 


(b)                                 Otherwise, added to balance of his/her Accounts
and reinvested in Maytag Stock.


 


A Participant (or Beneficiary following the death of a Participant) may
elect to have cash dividends on shares of Maytag Stock credited to his/her
Accounts as of the record date of such dividend either paid to him/her in cash
or added to the balance of his/her Account and reinvested in Maytag Stock,
subject to such minimum dividend amount as may be established by Maytag with respect
to which an election will not be available (such minimum dividends will be
reinvested in Maytag Stock).  If a Participant
or Beneficiary elects to receive cash dividends in cash, such cash amount will
be paid on or as soon as administratively practicable following the payable
date of such dividend.  If a Participant
or Beneficiary elects to have cash dividends reinvested in Maytag Stock, such
reinvestment will be made on or as soon as administratively practicable
following the payable date of such dividend (regardless of the investment
election otherwise then in effect).  An
election will relate to all cash dividends on all Maytag Stock held in the
Participant’s or Beneficiary’s Accounts.


 


The number of shares of Maytag Stock deemed to be credited to an Account
as of the record date of such dividend will for this purpose equal the number
of shares of Maytag Stock credited to the Participant’s Account  as of the close of the last business day
prior to the ex–dividend date associated with such record date (after all
transactions for such day are processed).


 


An election hereunder must be made in such manner and in accordance with
such rules as may be prescribed for this purpose by Maytag (including by means
of a voice response or other electronic system under circumstances so
authorized by Maytag).  In the absence of
an affirmative election received


 


24

















 


by the deadline established for this purpose by Maytag (which will be no
less than thirty (30) days after notice of the dividend election is provided),
a Participant or Beneficiary will be deemed to have elected to have cash
dividends added to his/her Account and reinvested in Maytag Stock.  To the extent so prescribed by Maytag, an
election hereunder will be “evergreen” – that is, it will continue to apply
until changed by the Participant or Beneficiary.   Under the rules prescribed by Maytag, a
Participant or Beneficiary will be allowed to revise his/her election no less
than once a year, and if there is a change in the terms of the Plan governing
the manner in which dividends are paid or distributed, a Participant or
Beneficiary will be allowed a reasonable opportunity to make a new election.


 


The reasonable cost of effectuating a dividend payment (including, for
example, any check writing fee) will be charged to the Participant’s or
Beneficiary’s Account unless paid by Maytag.


 


8.3.2                        Dividends on Matching Contribution Account Shares
if Exempt Loan Outstanding.  If an Exempt Loan is outstanding, the
election described in Sec. 8.3.1 will not apply to dividends paid on shares of
Maytag Stock that were acquired with the proceeds of such Exempt Loan that that
are credited to Matching Contribution Accounts. 
Rather, cash dividends paid on such shares of Maytag Stock will be
applied to pay the Exempt Loan, resulting in a release and allocation of Maytag
Stock from the Unallocated Reserve in accordance with Sec. 7.2.2(a).


 


8.4                               PARTICIPANT LOAN PROGRAM.  Maytag may establish a participant loan
program in accordance with ERISA § 408(b)(1), the terms and conditions of
which will be determined by Maytag and set forth in written loan procedures
that will be deemed to form part of the Plan. 
The rules and regulations will apply on a uniform basis to all
Participants, and will not allow for an offset against the balance of an
Account upon default of a loan prior to the date distributions are permitted
under the Code (regardless of whether a prior taxable event occurs in
connection with the loan under Code § 72(p)).


 


ARTICLE IX


 


VESTING


 


A Participant will have a fully vested and
nonforfeitable interest at all times in his/her Accounts under this Plan.


 


ARTICLE X


 


WITHDRAWALS WHILE EMPLOYED


 


10.1        WITHDRAWALS FOR HARDSHIP.


 


10.1.1                  Withdrawal.  A Participant may make a withdrawal from any
Account (other than his/her Matching Contribution Account) prior to the date
he/she attains age fifty-nine and one-half (591⁄2) if the withdrawal is on
account of an immediate and heavy financial need and the withdrawal is needed
to alleviate the financial need; except that, a
withdrawal will not be allowed of an amount less than five hundred dollars
($500) (or the total amount available for withdrawal if less than such amount).


 


A withdrawal from a Before-Tax Contribution Account may not exceed the
balance of such Account as of December 31, 1988, plus the amount of the
Before-Tax Contributions made after that date by the Participant, reduced by
the amount of previous hardship withdrawals from such Account.  Similarly, a withdrawal from a Catch-Up
Contribution Account may not exceed the amount of Catch-Up Contribution made by
the Participant, reduced by the amount of previous hardship withdrawals from
such Account.


 


10.1.2                  Immediate and Heavy Financial Need.  A withdrawal will be deemed to be on account
of an immediate and heavy financial need only if the withdrawal is for one of
the following reasons:


 


(a)                                  Expenses
for medical care (as defined in Code § 213(d)) (determined without regard to
whether the expenses exceed seven and one-half percent (7.5%) of adjusted gross
income)


 


25

















 


incurred by the Participant, the Spouse of the
Participant, or any dependent (as defined in Code § 152, applied without
regard to paragraphs (b)(1) and (2) and paragraph (d)(1)(B) thereof) of the
Participant, or expenses necessary for any of such persons to obtain such
medical care;


 


(b)                                 Costs
directly related to the purchase of the principal residence of the Participant
(excluding mortgage payments);


 


(c)                                  Payment
of tuition, related educational fees and room and board expenses for the next
semester or quarter of post-secondary education for the Participant or the
Spouse, child, or dependent (as defined in Code § 152, applied without
regard to paragraphs (b)(1) and (2) and paragraph (d)(1)(B) thereof) of the
Participant;


 


(d)                                 To
prevent the eviction of the Participant from his/her principal residence or
foreclosure on the mortgage of the principal residence of the Participant;


 


(e)                                  Payments
for burial or funeral expenses for the Participant’s deceased parent, spouse,
children or dependents (as defined in Code § 152, applied without regard to
paragraph (d)(1)(B) thereof); or


 


(f)                                    Expenses
for the repair of damage to the Participant’s principal residence that would
qualify for the casualty deduction under Code § 165 (determined without regard
to whether the loss exceeds ten percent (10%) of adjusted gross income).


 


10.1.3                  Needed to Alleviate Need.  A withdrawal will be deemed to be needed to
alleviate an immediate and heavy financial need only if:


 


(a)                                  The
withdrawal amount does not exceed the amount of the immediate and heavy
financial need, plus the amount necessary to pay any federal, state or local
income taxes or penalties reasonably expected to result from the withdrawal as
determined by Maytag.


 


(b)                                 The
Participant has obtained all distributions and all nontaxable loans currently
available to him/her under this Plan and any other plan maintained by Maytag or
an Affiliate; and the Participant does not have a current election in place to
receive dividends in cash pursuant to Sec. 8.4.


 


(c)                                  The
Participant agrees that the Before-Tax Contributions and other elective
deferrals (as defined in Code § 402(g)(3)) and employee contributions
under all other qualified and nonqualified plans of deferred compensation, and
all stock option, stock purchase or similar plans maintained by Maytag or an
Affiliate, will be suspended for at least six (6) months after the receipt of
the hardship distribution.  This will not
prevent the “cash-less” exercise of any stock option.


 


10.1.4                  Medium of Withdrawal. A
withdrawal will be made in cash – that is, in–kind distributions are not
allowed.


 


10.2                        WITHDRAWALS AFTER AGE 591⁄2.


 


10.2.1                  Withdrawals.  A Participant may make a withdrawal from any
of any Account (other than his/her Matching Contribution Account) for any
reason after he/she attains age fifty-nine and one-half (591⁄2); except that, a withdrawal will not be allowed of an amount
less than five hundred dollars ($500) (or the total amount available for
withdrawal if less than such amount).


 


10.2.2                  Medium of Withdrawal. A
withdrawal will be made in the following medium, at the election of the
Participant:


 


(a)                                  Fully
in cash; or


 


26



















 


(b)                                 In
whole shares of Maytag Stock to the extent that the balance of the Account is
then invested in Maytag Stock, with the remaining balance of the Account
(including any fractional share of Maytag Stock) paid in cash.


 


10.3                        WITHDRAWAL PROCEDURES; ACCOUNT ORDERING.  A withdrawal request must be made in such
manner and in accordance with such rules as may be prescribed for this purpose
by Maytag (including by means of a voice response or other electronic system
under circumstances authorized by Maytag). 
All withdrawals are conditioned upon the Participant providing such
certifications and or evidence of qualification as may be required by Maytag.


 


If a withdrawal is available from more than one Account, Maytag may
establish an ordering rule that will govern the order in which a withdrawal
will be drawn from the available Accounts and the investments that will be
liquidated to allow for a withdrawal.  In
the absence of a contrary ordering rule, a withdrawal will be drawn for the
available Accounts prorata based on the balance available for withdrawal from
each such Account, and the investments of an Account (including Maytag Stock)
will be liquidated prorata based on the balance invested in each investment
option.


 


ARTICLE XI


 


DISTRIBUTIONS AFTER TERMINATION


 


11.1                        BENEFIT ON TERMINATION OF
EMPLOYMENT.  A Participant
will be eligible to receive a distribution of the balance of his/her Accounts
following Termination of Employment in accordance with the terms of this
Article.


 


11.2                        TIME, FORM AND MEDIUM OF DISTRIBUTION.


 


11.2.1                  Time of
Distribution.  A distribution will be
made (or distributions will commence) as soon as administratively practicable
after the Participant files a request for distribution following Termination of
Employment, but not later than the required beginning date under Sec. 11.4.


 


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


 


(a)                                  A
lump-sum distribution of the full balance of his/her Accounts; or


 


(b)                                 In
the case of a Participant who has attained age sixty-two (62), in lieu of a
lump-sum distribution, he/she may elect to receive a series of monthly
installments in cash over a ten-year period, but not longer than the joint life
and last survivor expectancy of the Participant or the Participant and his/her Beneficiary,
with life expectancy in either case determined as of the start of the
installments under the Single Life Table or Joint Life Table (as applicable)
specified in Treas. Reg. § 1.401(a)(9)-9 (and life expectancy will not be
recalculated after commencement).


 


Monthly payments will be determined in one of the following methods:


 


(1)                                  A
fixed dollar amount per month, with the full remaining balance of the Accounts
paid in the final payment;


 


(2)                                  A
dollar amount each month determined by dividing the balance of the Accounts by
the remaining number of installments.


 


11.2.3                  Medium of Distribution. A
distribution will be made in the following medium, at the election of the
Participant:


 


(a)                                  Fully
in cash; or


 


27

















 


(b)                                 In
whole shares of Maytag Stock to the extent that the balance of the Account is
then invested in Maytag Stock, with the remaining balance of the Account
(including any fractional share of Maytag Stock) paid in cash.


 


11.2.4                  Default Upon Failure to Request
Distribution.  If the Participants
fails to file an election as to the time, form or medium of distribution, a
distribution will be made in a lump-sum in cash prior to the required beginning
date specified in Sec. 11.4.


 


11.3                        CASH-OUT OF SMALL ACCOUNTS.  Any contrary provision notwithstanding, if
the aggregate balance of a Participant’s Accounts is less than one-thousand
dollars ($1,000) (or is five-thousand dollars ($5,000) or less if the payment
would be made pursuant to this section on or after the Participant’s Normal
Retirement Age), a lump-sum distribution of the full aggregate balance of the
Accounts will be made to the Participant as soon as administratively
practicable after his/her Termination of Employment.  If the Participant fails to file an election
as to the medium of distribution, the distribution will be made in cash.


 


If, at a Termination of
Employment prior to Normal Retirement Age, the aggregate balance of a
Participant’s Accounts is one-thousand dollars ($1,000) or more, but not more
than five-thousand dollars ($5,000), and the Participant has not filed a
distribution request pursuant to Sec. 11.5, then a lump-sum distribution in
cash will be paid in a direct rollover to an individual retirement account or
annuity established for the benefit of the Participant with a financial
institution designated for this purpose by Maytag, provided that the direct
rollover to the individual retirement account or annuity is completed prior to
the date the Participant attains Normal Retirement Age.  This lump-sum distribution will be paid to
the individual retirement account or annuity as soon as administratively
practicable following the Participant’s Termination of Employment.


 


If the aggregate balance
of a Participant’s Accounts at Termination of Employment exceeds the applicable
dollar amount specified above, but subsequently falls below such amount (for
example, because of distributions or investment losses), Maytag may then direct
that the full aggregate balance of the Accounts be distributed or paid in a
direct rollover to an individual retirement account or annuity as specified
above.


 


11.4                        MINIMUM DISTRIBUTION RULES APPLICABLE TO A PARTICIPANT. 
Any contrary provision notwithstanding, minimum distributions will be
made starting no later than the required beginning date of the Participant in
such amounts necessary to comply with the required minimum distribution rules
of Code § 401(a)(9) (including the incidental death benefit rules of Code
§ 401(a)(9)(G)).  The minimum
distribution for each year beginning on or after January 1, 2003, will be
calculated in accordance with the Final and Temporary Regulations issued under
Code § 401(a)(9) (Treas. Reg. § 1.401(a)(9)-1 through 1.401(a)(9)-9).


 


The “required beginning date” for this purpose means the April 1st
of the calendar year after the later of (i) the calendar year in which the
Participant attains age seventy and one-half (701⁄2), or (ii) the calendar year
of Termination of Employment.  However,
clause (ii) will not apply to any Participant who is more than a five-percent
owner (as defined in Code § 416) with respect to the Plan Year in which he/she
attains age seventy and one-half (701⁄2).


 


If a Participant cannot be located, his/her Accounts will be forfeited
prior to the required beginning date (subject to reinstatement) pursuant to the
missing person provisions of Sec. 13.3.


 


11.5                        DISTRIBUTION PROCEDURES.  A distribution request must be made in such
manner and in accordance with such rules as may be prescribed for this purpose
by Maytag (including by means of a voice response or other electronic system
under circumstances authorized by Maytag). All distributions are conditioned
upon the Participant providing such certifications and or evidence of
qualification as may be required by Maytag.


 


28

















 


ARTICLE XII


 


DISTRIBUTIONS AFTER DEATH


 


12.1                        BENEFIT ON DEATH. 
If a Participant has a balance remaining in his/her Accounts at death,
then his/her Beneficiary will be eligible to receive a distribution of that
portion of the balance allocated to the Beneficiary in accordance with the
terms of this Article.


 


12.2                        TIME, FORM AND MEDIUM OF
DISTRIBUTION.


 


12.2.1                  Time of Payment.  A Beneficiary may elect to receive a
distribution at any time after the entitlement of the Beneficiary has been
established by Maytag after the death of the Participant, provided that a
distribution must be made no later than the date specified in Sec. 12.6.


 


12.2.2                  Form of Distribution.  A distribution will be made in the form of a
lump-sum distribution of the full balance payable to the Beneficiary.


 


12.2.3                  Medium of Distribution.  A distribution will be made in the following
medium, at the election of the Beneficiary:


 


(a)                                  Fully
in cash; or


 


(b)                                 In
whole shares of Maytag Stock to the extent that the balance of the Accounts
allocated to the Beneficiary is then invested in Maytag Stock, with the
remaining balance of the Accounts allocated to the Beneficiary (including any
fractional share of Maytag Stock) paid in cash.


 


12.2.4                  Default Upon Failure to Request
Distribution.  If the Beneficiary
fails to file an election as to the time or medium of distribution, a
distribution will be made in a lump-sum in cash prior to the date specified in
Sec. 12.6.


 


12.3        BENEFICIARY DESIGNATION.


 


12.3.1                  General Rule.  A Participant may designate one or more
persons (natural or otherwise, including a trust or estate) as his/her
Beneficiary to receive any balance remaining in his/her Accounts when he/she
dies, and, subject to the consent requirements of Sec. 12.3.2, may change or
revoke a Beneficiary designation previously made without the consent of any
named Beneficiary.


 


12.3.2                  Special Requirements for Married
Participants.  If a Participant has a
Spouse at the time of death, such Spouse will be his/her Beneficiary unless:


 


(a)                                  The
Spouse has consented in writing to the designation of a different Beneficiary;


 


(b)                                 The
Spouse’s consent acknowledges the effect of such designation; and


 


(c)                                  The
Spouse’s consent is witnessed by a notary public or an authorized representative
of the Plan.


 


Consent of a Spouse will be deemed to have been obtained if it is
established to the satisfaction of Maytag that such consent cannot be obtained
because the Spouse cannot be located, or because of such other circumstances as
may be prescribed by the Secretary of Treasury.


 


If a Participant’s Spouse consents to the designation of a given
Beneficiary, that consent cannot be revoked so long as the designation remains
in effect, but the designation cannot be changed (other than to revoke the
designation and reinstate the Spouse as the Beneficiary) without the consent of
the Spouse.   If a Spouse consents to the
designation of a given Beneficiary, and the Participant and Spouse divorce, the
consent of the prior Spouse does not bind a subsequent Spouse.


 


29

















 


12.3.3                  Form
and Method of Designation.  A
Beneficiary designation must be made on such form and in accordance with such
rules as may be prescribed for this purpose by Maytag.  A Beneficiary designation will be effective
(and will revoke all prior designations) only if it is actually received by
Maytag and either:


 


(a)                                  It
is actually received by Maytag prior to the date of death of the Participant;
or


 


(b)                                 If
sent by mail, the post-mark of the mailing is prior to the date of death of the
Participant.


 


Maytag may rely on the latest designation on file, or may direct that
payment be made pursuant to the default provision if an effective designation
is not on file, and will not be liable to any person making claim for such
payment under a subsequently filed designation or for any other reason.


 


If a Participant designates a Beneficiary by name that is accompanied
by a description of a business, legal or familial relationship to the
Participant (for example, “spouse”, “business partner”, “landlord”), such
Beneficiary will be deemed to have predeceased the Participant if such
relationship has been dissolved or no longer exists at the death of the
Participant.  If a Participant designates
a Beneficiary by name that is accompanied by a description of a personal
relationship to the Participant (for example, “friend”), the dissolution of
that relationship will not affect the designation.


 


12.3.4                  Default Designation.  If a Beneficiary designation is not on file
with Maytag, or if no designated Beneficiary survives the Participant, the
Beneficiary will be the person or persons surviving the Participant in the
first of the following classes in which there is a survivor, share and share
alike:


 


(a)                                  The
Participant’s Spouse.


 


(b)                                 The
Participant’s children, except that if any of the Participant’s children
predecease the Participant but leave issue surviving the Participant, such
issue will take by right of representation the share their parent would have
taken if living.


 


(c)                                  The
Participant’s estate.


 


The identity of the Beneficiary in each case will be determined by
Maytag.


 


12.3.5                  Successor Beneficiary.  If a Beneficiary survives the Participant but
dies before receiving payment of the balance due to such Beneficiary, the
balance will be payable to the surviving contingent Beneficiary designated by
the Participant or, if there is no surviving contingent Beneficiary, then to
the estate of the deceased Beneficiary.


 


12.3.6                  Special Rules for Predecessor Plan
Accounts.  In the case of a merger of
a predecessor plan into this Plan or a transfer of account balances to this
Plan after September 1, 2004, a Beneficiary designation in effect under the
predecessor plan immediately prior to its merger into this Plan or transfer of
account balances to this Plan will be deemed to be valid under this Plan with
respect to the resulting Predecessor Plan Account (and only such Account)
unless and until changed or revoked by the Participant.


 


12.4                        MULTIPLE BENEFICIARIES.  If more than one Beneficiary is entitled to
benefits following the death of a Participant, the interest of each will be
segregated for purposes of applying this Article.


 


12.5                        CASH-OUT OF SMALL ACCOUNTS.  Any contrary provision
notwithstanding, if the balance of the Accounts payable to a Beneficiary does
not exceed one-thousand dollars ($1,000), a lump-sum distribution of the
balance will be made to the Beneficiary as soon as administratively practicable
after the Participant dies and the entitlement of the Beneficiary has been
determined by Maytag.


 


If the balance of the Accounts payable to the Beneficiary exceeds
one-thousand dollars ($1,000) at the death of the Participant, but subsequently
falls below such amount because of investment losses, Maytag may then direct
that the balance be distributed to the Beneficiary.


 


30

















 


12.6                        MINIMUM DISTRIBUTION RULES APPLICABLE TO A BENEFICIARY. 
Any contrary provision notwithstanding, distributions after the death of
the Participant will be made as necessary to comply with the required minimum
distribution rules of Code § 401(a)(9). 
To comply with such minimum distribution rules, if the Participant dies
after the required beginning date under Sec. 11.4, minimum distributions thereafter
will continue to be made in accordance with the minimum distribution method in
effect under Sec. 11.4.  Otherwise,
distribution of the full balance payable to a Beneficiary (including a Spouse)
will be made not later than the last day of the calendar year in which falls
the fifth (5th) anniversary of the death of Participant.   The minimum distribution for each year
beginning on or after January 1, 2003, will be calculated in accordance
with the Final and Temporary Regulations issued under Code § 401(a)(9) (Treas.
Reg. § 1.401(a)(9)-1 through 1.401(a)(9)-9).


 


If a Beneficiary cannot be located, his/her Accounts will be forfeited
prior to the date distribution is required (subject to reinstatement) pursuant
to the missing person provisions of Sec. 13.3.


 


ARTICLE XIII


 


MISCELLANEOUS BENEFIT PROVISIONS


 


13.1                        VALUATION OF ACCOUNTS FOLLOWING
TERMINATION OF EMPLOYMENT.


 


13.1.1                  Continued
Investment Control of Accounts.  A
Participant (or Beneficiary following the death of a Participant) will be
allowed to direct the investment of his/her Accounts in accordance with the
terms of the Plan until the Accounts are distributed or transferred to a
segregated account or disbursement account described in Sec. 13.1.2.


 


13.1.2                  Segregation of
Accounts/Disbursement Accounts.  If
investments are liquidated to allow for a distribution, the resulting proceeds
may be credited to a segregated account maintained under the Plan for the
benefit of the person to whom the distribution is to be made, and any
investment gains or losses on such segregated account will be allocated solely
to such segregated account (and the Accounts of other Participants or
Beneficiaries will not be affected by such investment gains or losses).  Any such segregated account may be held
uninvested in cash, or invested in an interest-bearing account or other
short-term investment as directed by Maytag pending distribution from the Plan.


 


A disbursement account also will be established for the Plan (either
with the Trustee, any affiliate of the Trustee, or any other paying agent
selected by Maytag or Trustee) to allow for any distributions from the
Plan.  Such disbursement account is
separate and distinct from any segregated account established under the prior
paragraph, and any interest or other income earned on such disbursement account
will inure to the benefit of the Plan (and not the Participant).  Such interest or other income will be applied
to pay administrative expenses of the Plan or, pursuant to agreement with the
Trustee or paying agent for the Plan, will be treated as part of the
compensation of the Trustee or paying agent for the Plan.  In any event, a Participant will have no
claim to any income on any disbursement account established for the Plan.


 


13.2                        DIRECT ROLLOVER OPTION.  An eligible rollover distribution made to a
Participant, the Spouse of a deceased Participant, or an alternate payee under
a qualified domestic relations order who is the Spouse or former Spouse of a
Participant may be made in the form of a direct rollover to an eligible retirement
plan. The recipient of an eligible rollover distribution must provide Maytag
with the information necessary to accomplish the direct rollover in such manner
and in accordance with such rules as may be prescribed for this purpose by
Maytag (including by means of a voice response or other electronic system under
circumstances authorized by Maytag).


 


An “eligible rollover distribution” for this purpose is any
distribution defined as such under Code § 402(c)(4) (for example, an eligible rollover distribution does not include a
hardship distribution, a distribution that is part of a series of installments
payable over a period of ten (10) years or more, a distribution required to
satisfy the average deferral percentage test or average contribution


 


31

















 


percentage test, or the contribution limits of Code § 402(g), a cash
dividend distribution under Code § 404(k) or a distribution that is required
under Code § 401(a)(9)).


 


An “eligible retirement plan” for this purpose is any individual
retirement plan described in Code § 408(a), any individual retirement annuity
described in Code § 408(b) (other than an endowment contract), any qualified
trust as described in Code § 402(c)(8)(a), any annuity plan described
in Code § 403(a) and any eligible deferred compensation plan described in Code § 457(b)
which is maintained by an eligible employer described in Code § 457(e)(1)(A)
and any annuity contract described in Code § 403(b).


 


13.3                        MISSING PARTICIPANTS OR BENEFICIARIES.  A
Participant or Beneficiary must maintain his/her most recent post office
address on file with Maytag, and any communication addressed to the Participant
or Beneficiary at the post office address on file with Maytag will be binding
on the Participant or Beneficiary for all purposes of the Plan. Maytag is not
obligated to search for any Participant or Beneficiary.


 


If a Participant or Beneficiary fails to claim any amount payable under
the Plan (or fails to cash any check drawn on the disbursement account
established for the Plan), such amount will be forfeited by the Participant or
Beneficiary at such time as is deemed appropriate by Maytag (but prior to any
required payment date under Code § 401(a)(9)) or may be disposed of in such
other equitable manner deemed appropriate by Maytag.  Forfeited amounts may be applied to pay
administrative expenses of the Plan or to reduce the Matching Contributions
otherwise required by Maytag and its Participating Affiliates,  or may be applied in such other manner as
deemed appropriate by Maytag and consistent with ERISA and the Code.  If a Participant or Beneficiary claims a
forfeited amount prior to termination of the Plan, the value forfeited
(measured as of the date of the forfeiture, without adjustment for income or
appreciation) will be restored to the Participant or Beneficiary.  Such restored amounts may be drawn form then
current forfeitures, or Maytag will make an additional contribution as
necessary to provide for the restoration under the Plan.


 


13.4                        DISTRIBUTION TO ALTERNATE PAYEE.  An
alternate payee under a qualified domestic relations order (each as defined in
Code § 414(p)) will receive a lump-sum distribution of the amount assigned to
such individual under the order as soon as administratively practicable after
Maytag has determined that the order is a qualified domestic relations order
(and all time for appeal of such decision has expired), unless such order
expressly allows the alternate payee to defer distribution to a later date
permitted under the Plan.  Even if an
order allows the alternate payee to defer distribution, if the amount assigned
to the alternate payee under a qualified domestic relations order does not
exceed five thousand dollars ($5,000), such amount will be paid to the
alternate payee in a lump-sum distribution as soon as administratively
practicable after the date specified above and a deferred distribution option
will not be available to the alternate payee.


 


13.5                        BROKERAGE FEES.  The brokerage fees incurred in connection
with an open–market purchase or sale of any securities held specifically for
the Accounts of a Participant (for example, securities held in a brokerage
account or Maytag Stock) will be charged to the Participant’s Accounts and will
serve to reduce the number of shares of such securities purchased on behalf of
the Participant or will be drawn from the proceeds of the sale.


 


13.6                        OTHER SPECIAL RULES
RELATING TO MAYTAG STOCK.


 


13.6.1                  Authorization
for Exempt Loan.  Maytag may direct
that the Plan engage in an Exempt Loan that satisfies the following requirements:


 


(a)                                  The Exempt Loan may be made by Maytag or any
lender acceptable to Maytag, and may be made or guaranteed by a party in
interest (as defined in ERISA § 3(14)) or a disqualified person (as defined in
Code § 4975).


 


(b)                                 The Exempt Loan must be used within a reasonable
time after receipt to acquire shares of Maytag Stock for the Unallocated
Reserve or to repay a prior Exempt Loan (or for any combination of the
foregoing purposes).


 


32

















 


(c)                                  The Exempt Loan must be without recourse against
the Plan except that:


 


(1)           Maytag Stock acquired with the proceeds of the
Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt
Loan, and Maytag Stock acquired with the proceeds of a prior Exempt Loan which
is repaid with the proceeds of the Exempt Loan may be pledged or otherwise used
to secure repayment of the Exempt Loan; and


 


(2)           Any Matching Contributions that are made for the
purpose of satisfying the obligations under the Exempt Loan (and earnings
thereon) may be pledged or otherwise used to secure repayment of the Exempt
Loan; and


 


(3)           The earnings attributable to Maytag Stock acquired
with the proceeds of an Exempt Loan may be used to repay that Exempt Loan or
any renewal or extension thereof; and


 


(4)           The earnings
attributable to unallocated Maytag Stock that were acquired with the proceeds
of an Exempt Loan may be pledged or otherwise used as security for another
Exempt Loan.


 


(d)                                 The
Exempt Loan must provide for principal and interest to be paid over a specific
term, and not payable upon demand except in the event of default.


 


(e)                                  Payments on an Exempt Loan will result in release
of shares from the Unallocated Reserve, with the number of shares released each
Plan Year will equal “A” multiplied by “B” where:


 


“A” =                the number of shares held in the Unallocated
Reserve immediately before the release;


 


“B” =                  a fraction, the numerator of which is equal to the
principal and interest paid on the Exempt Loan for the Plan Year and the
denominator of which is equal to the sum of the numerator and the total
principal and interest scheduled to be paid on the Exempt Loan for all future
Plan Years (without consideration of possible extensions or renewal periods).


 


If the interest rate under the Exempt Loan is variable, the amount of
interest to be paid in future Plan Years will be calculated by using the
interest rate in effect on the last day of the current Plan Year.


 


If an Exempt Loan is repaid as a result of a refinancing by another
Exempt Loan, such repayment will not be considered a repayment under this
subsection and the release of shares thereafter will be determined by
aggregating principal and interest on the loan and any refinancing of the loan.


 


(f)                                    The Exempt Loan must bear interest at a fixed or
variable rate that is not in excess of a reasonable rate of interest considering
all relevant factors (including, but not limited to, the amount and duration of
the loan, the security given, the guarantees involved, the credit standing of
the Plan, Maytag, and the guarantors, and the generally prevailing rates of
interest).


 


(g)                                 The
Exempt Loan must provide that, in the event of default, the fair market value
of Maytag Stock and other assets which can be transferred in satisfaction of
the loan must not exceed the amount of the loan.  If the lender is a party in interest or
disqualified person, the loan must provide for a transfer of Plan assets upon
default only upon and to the extent of the failure of the Plan to satisfy the
payment schedule of the Exempt Loan.


 


(h)                                 Unless required under Code § 409(h), no options,
puts, call, rights of first refusal or other restrictions on alienability will
attach to any shares of Maytag Stock acquired with the proceeds of an Exempt
Loan and held in the Trust Fund or distributed from the Plan, whether or not


 


33

















 


this Plan continues to be an employee stock ownership plan with the
meaning of Code § 4975(e)(7).


 


13.6.2      Valuation of Maytag Stock Ceases to be Publicly
Traded.  If Maytag Stock ceases to be listed on an
established securities exchange (for example, NYSE or NASDAQ), or if an
extremely thin market exists for Maytag Stock so that reasonable valuation may
not be obtained from the market place, then Maytag Stock must be valued at
least annually by an independent appraiser who is not associated with Maytag,
the Trustee, or any person related to any fiduciary under the Plan.  The independent appraiser may be associated
with a person who is merely a contract administrator with respect to the Plan,
but who exercises no discretionary authority and is not a plan fiduciary.


 


13.6.3      Purchases or Sales of Maytag Stock.  Maytag
may direct the Trustee to sell or otherwise dispose of Maytag Stock to any
person;, provided that, any sales to a
disqualified person (as defined in Code § 4975(e)) or party-in-interest
(as defined in ERISA § 3(14)), including Maytag or an Affiliate, will be made
at fair market value, no commission will be charged, and the sale will
otherwise conform with ERISA § 408(e).


 


If it is necessary to purchase Maytag Stock for the Trust Fund, such
purchase may be on the open market or from Maytag or an Affiliate.  Any purchase of Maytag Stock from Maytag or
an Affiliate, or any contribution of Maytag Stock to the Trust Fund as a
Matching Contribution, or in lieu of a cash dividend or otherwise, will be at
fair market value, no commission will be charged, and the purchase will
otherwise conform with ERISA § 408(e). 
Fair market value for this purpose will be the closing price of Maytag
Stock on the New York Stock Exchange for the business day immediately preceding
the transaction (as reported in any financial newspaper or on any electronic
stock reporting service deemed accurate by Maytag).


 


This provision will not operate to override the valuation methodology
used to determine the Matching Contributions under the Plan.


 


13.6.4      Put Option if Maytag
Stock Ceases to be Publicly Traded. If Maytag Stock ceases to be listed on
an established securities exchange (e.g., NYSE or NASDAQ), or becomes subject
to a trading limitation when such shares are distributed, such shares will be
subject to a “put option” as follows:


 


(a)                                  The put option will be to Maytag; provided that, the Trustee may at its discretion cause the
Plan to voluntarily assume the rights and obligations of Maytag with respect to
the put option.


 


(b)                                 The put option may be exercised only by the
distributee (whether the Member or Beneficiary), any person to whom the shares
have passed by gift from the distributee or any person (including an estate or
distributee of an estate) to whom the shares have passed on the death of the
distributee.


 


(c)                                  The put option may be exercised only during the
fifteen (15) month period beginning on the date the shares are distributed from
the Plan; provided that, the exercise period will
be extended by the number of days during such period that the holder is unable
to exercise the put option because Maytag is prohibited from honoring the put
option by federal or state law.


 


(d)                                 The put option may be exercised by written notice
of exercise to Maytag or its designee made on such form and in accordance with
such rules as may be prescribed for this purpose by the Plan Administrator.


 


(e)                                  Maytag will honor a put option by paying to the
holder the fair market value either in a single lump sum or substantially equal
installments (bearing a reasonable rate of interest and providing adequate
security to the holder) over a period beginning within thirty (30) days
following the date the put option is exercised and ending not more than five
(5) years after the date the put option is exercised.


 


34

















 


A “trading
limitation” for this purpose means a restriction under any federal or state
securities law or under any agreement affecting the shares that would make the
shares not as freely tradable as shares not subject to such restriction.


 


No other options,
buy-sell arrangements, puts, call, rights of first refusal or other
restrictions on alienability will attach to any shares of Maytag Stock acquired
with the proceeds of an Exempt Loan and held in the Trust Fund or distributed
from the Plan, whether or not this Plan continues to be an employee stock ownership
plan within the meaning of Code § 4975(e)(7).


 


13.7                        NO OTHER BENEFITS.  No benefits other than those
specifically provided for in this document will be provided under the Plan.


 


13.8                        SOURCE OF BENEFITS.  All benefits to which any person becomes
entitled under the Plan will be provided only out of the Trust Fund and only to
the extent that the Trust Fund is adequate therefor.  The Participants and Beneficiaries assume all
risk connected with any decrease in the market value of shares of Maytag Stock
or any other assets held under the Plan, and Maytag and its Affiliate do not in
any way guarantee the Trust Fund against any loss or depreciation, or the
payment of any amount, that may be or become due to any person from the Trust
Fund.


 


13.9                        INCOMPETENT PAYEE.  If a person entitled to payments hereunder is
in the opinion of Maytag unable to care for his/her affairs because of a mental
or physical condition, any payment due such person may be made to such person,
or such person’s guardian, conservator, or other legal personal representative
upon furnishing Maytag with evidence satisfactory to Maytag of such
status.  Prior to the furnishing of such
evidence, Maytag may cause payments due the person to be made, for such person’s
use and benefit, to any person or institution then in the opinion of Maytag
caring for or maintaining the person. 
Maytag will have no liability with respect to payments so made and will
have no duty to make inquiry as to the competence of any person entitled to
receive payments hereunder.


 


13.10                 NO ASSIGNMENT OR ALIENATION OF BENEFITS.  The interests of any person who is entitled
to benefits under the Plan may not in any manner whatsoever be assigned or
alienated, whether voluntarily or involuntarily, directly or indirectly, except
as expressly permitted under Code § 401(a)(13).


 


13.11                 PAYMENT OF TAXES.  The Trustee may pay any estate, inheritance,
income, or other tax, charge, or assessment attributable to any benefit payable
hereunder which in the Trustee’s opinion it will be or may be required to pay
out of such benefit.  The Trustee may
require, before making any payment, such release or other document from any
taxing authority and such indemnity from the intended payee as the Trustee will
deem necessary for its protection.


 


13.12                 CONDITIONS PRECEDENT.  No person will be entitled to a benefit until
his/her right to such benefit has been finally determined by Maytag nor until
he/she has submitted to Maytag relevant data reasonably requested by Maytag,
including, but not limited to, proof of birth or death.


 


ARTICLE XIV


 


TRUST FUND


 


14.1                        COMPOSITION.  Plan assets will be held in trust by one or
more Trustees appointed by Maytag under one or more trust agreements.  Maytag may cause the assets held under any
trust agreement to be divided into any number of parts for investment purposes
or any other purpose deemed necessary or advisable for the proper
administration of the Plan.


 


14.2                        NO DIVERSION.  The Trust Fund
will be maintained for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and defraying reasonable expenses of
administering the Plan.  No part of the
corpus or income of the Trust Fund may be used for, or diverted to, purposes
other than for the exclusive benefit of Employees or their Beneficiaries.  Notwithstanding the foregoing:


 


35

















 


(a)                                  If
all or any portion of a contribution is made as a result of a mistake of fact,
the Trustee will, upon written request of Maytag, return such portion of the
contribution to Maytag within one year after its payment to the Trust
Fund.  Earnings attributable to such
portion of the contribution (or portion thereof) will not be returned but will
remain in the Trust Fund, and the amount returned will be reduced by any losses
attributable to such portion of the contribution.


 


(b)                                 Each
contribution is conditioned upon the deductibility of the contribution under
Code § 404.  To the extent the
deduction is disallowed, the Trustee will return such contribution to Maytag
within one year after the disallowance of the deduction; however, earnings
attributable to such contribution (or disallowed portion thereof) will not be
returned but will remain in the Trust Fund, and the amount returned will be
reduced by any losses attributable to such contribution (or disallowed portion
thereof).


 


In the case of any such return of contribution, Maytag will cause such
adjustments to be made to the Accounts of Participants as it considers fair and
equitable under the circumstances resulting in the return of such contribution.


 


14.3                        LIABILITY FOR LOSS.  Neither Maytag, the ERISA Executive
Committee, nor any Employee, Employer, agent, or employee or representative of
Maytag or any Employer, in any manner guarantees the Trust Fund against loss or
depreciation, nor will any of them be liable, except for its or his or her 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 Maytag, the
ERISA Executive Committee, nor any Employee, Employer, agent, or employee or
representative of Maytag will 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.


 


ARTICLE XV


 


ADMINISTRATION


 


15.1                        ADMINISTRATION.


 


15.1.1      Administrator.  Maytag is the “administrator” of the Plan for
purposes of ERISA, with all authority to control and manage the operation and
administration of the Plan and make all decisions and determinations incident
thereto.  Maytag is also the “named
fiduciary” for purposes of ERISA with respect to investment matters under the
Plan for purposes of ERISA, with all authority with respect to asset
management, including authority to determine the investments for the Plan and
the investment providers for the Plan. 
Action on behalf of Maytag as administrator and named fiduciary may be
taken by any of the following:


 


(a)                                  Its
Policy and Oversight Committee, in the case of matters relating to the overall
and day-to-day administration of the Plan, and the selection and monitoring of
non-investment service providers (including the selection of recordkeeper) with
respect to the Plan, and such other matters specified in its charter.


 


(b)                                 Its
Investment Committee, in the case of matters relating to asset management,
including the selection, monitoring and removal of the investment options for
the Plan, and the selection, monitoring and removal of investment managers or
other investment providers (including the selection of the Trustee) with
respect to the Plan, and such other matters specified in its charter.


 


(c)                                  Any
individual, committee, or entity to whom responsibility for the operation and
administration of the Plan is allocated to by action of one of the above.


 


36

















 


15.1.2                  Committee
Membership.  The Policy and Oversight
Committee and the Investment Committee each will consist of at least three (3)
members appointed by the Chief Executive Officer of Maytag (and in the absence
of a current appointment, Maytag may act as administrator in any manner
consistent with its corporate authority). Policy and Oversight Committee or
Investment Committee members may be removed by the Chief Executive Officer at
any time and for any reason, and may resign at any time and for any reason by
giving written notice of resignation to the Chief Executive Officer; provided that, a Policy and Oversight Committee or
Investment Committee member who is an Employee will automatically cease to be a
member of the committee upon his/her Termination of Employment.


 


15.1.3                  Charters.  The Policy and Oversight Committee and
Investment Committee, each acting on behalf of Maytag, will have such duties
and responsibilities, and will act in such manner, as may be specified from
time to time in the charter created for such committee, which are incorporated
herein by reference.


 


15.2                        CERTAIN FIDUCIARY PROVISIONS.  Maytag is a “named fiduciary” of the Plan
with authority to appoint additional named fiduciaries and to allocate
responsibilities among them, and the power to appoint one or more investment
managers (as defined in ERISA § 3(38)) to manage any assets of the Plan
(including the power to acquire and dispose of such assets).  If so permitted by Maytag in the appointment
of a named fiduciary, such named fiduciary may designate another person to
carry out any or all of the fiduciary responsibilities of the named fiduciary; except that, a named fiduciary may not designate another
person to carry out any responsibilities relating to the management or control
of Plan assets other than in exercise of a power granted under the trust
agreement to appoint an investment manager.


 


The Policy and Oversight Committee and Investment Committee are not
named fiduciaries of the Plan; rather, each such committee, and the members
thereof, acts on behalf of Maytag in its role as administrator and/or named
fiduciary of the Plan.


 


15.3                        PAYMENT OF EXPENSES.  The compensation and expense reimbursements
payable to any fiduciary, or to any recordkeeper or other non-discretionary
service provider, any other fees and expenses incurred in the operation or
administration of the Plan are an obligation of and will be paid out of the
Trust Fund if not paid by Maytag and its Affiliates and if not prohibited by
ERISA.  Such other fees and expenses
include, but are not limited to, fees and expenses for investment education or
advice services, distribution costs (for example, check-writing fees), premiums
on bonds required under ERISA and direct cost incurred by Maytag or any
Affiliate to the extent that the payment of such amounts out of the Trust Fund
is not prohibited by ERISA.  Loan fees,
distribution costs (for example, the actual check-writing fee) of any elective
distribution and similar fees may be charged to the Accounts of the Participant
if directed by Maytag and not prohibited under ERISA.


 


15.4                        ALLOCATION AND DELEGATION OF RESPONSIBILITY.


 


15.4.1      Delegations
of Responsibility.  Maytag, the
Policy and Oversight Committee and the Investment Committee, respectively, will
have the authority to delegate from time to time, in writing, all or any part
of their responsibilities under the Plan to such person or persons as they may
deem advisable (and may authorize such person, upon receiving the written
consent of the delegating authority, to delegate such responsibilities to such
other person or persons as the delegating authority may authorize), and in the
same manner to revoke any such delegation of responsibility.  Any action of the delegate in the exercise of
the delegated responsibilities will have the same force and effect for all
purposes as if the delegating authority had taken such action.


 


15.4.2      Allocations
of Responsibility.  The Policy and
Oversight Committee and the Investment Committee will have the authority to
allocate from time to time, in writing, all or any part of its responsibilities
under the Plan to one or more of its members as it may deem advisable, and in
the same manner to revoke such allocations of responsibilities, to the extent
not inconsistent with its charter.  Any
action of the member to whom responsibilities are allocated in the exercise of
such allocated responsibilities will have the same force and effect for all
purposes hereunder as if the allocating authority had taken such action.


 


37

















 


15.5                        FIDUCIARY CAPACITY.  Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan.


 


15.6                        CORRECTION OF ERRORS AND DUTY TO REVIEW
INFORMATION.


 


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


 


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


 


If Maytag is notified of an alleged error within the thirty
(30) day time period, Maytag will investigate and either correct the error or
notify the Participant or Beneficiary that it believes that no error
occurred.  If the Participant or
Beneficiary is not satisfied with the correction (or the decision that no
correction is necessary), he/she will have sixty (60) days from the date of
notification of the correction (or notification of the decision that no
correction is necessary), to file a formal claim under the claims procedures
established for the Plan. Maytag reserves the right to make corrections and
equitable adjustments at its discretion at any time.


 


15.7                        CLAIMS AND LIMITATIONS ON ACTIONS.


 


15.7.1      Claims
Procedures.  Maytag will establish a
claims procedure for the Plan as a separate written document (which may be a
section in the summary plan description) that will be deemed to form a part of
the Plan and is hereby incorporated by reference into the Plan.


 


15.7.2      Limitation
on Actions After Exhaustion of Claims Process.  A claimant must follow the claims procedure
(and comply with all applicable deadlines established as part thereof) as a condition
to the receipt of any benefit under the Plan, and as a condition to the
availability of any other relief under or with respect to the Plan.  The failure of a claimant to follow the
claims procedure (including the failure to comply with the deadlines
established as part thereof) will extinguish his/her right to file a subsequent
claim or to file a lawsuit with respect to the claim.  If a claimant follows the claims procedure,
but his/her final appeal is denied, he/she will have one year to file a lawsuit
with respect to that claim, and failure to meet the one-year deadline will
extinguish his/her right to file a lawsuit with respect to that claim.


 


15.8                        EXERCISE OF AUTHORITY.  Maytag, the Policy and Oversight Committee,
the Investment Committee, and any other person who has authority with respect
to the management, administration or investment of the Plan may exercise that
authority in his/her/its full discretion, subject only to the duties imposed
under ERISA.  This discretionary
authority includes, but is not limited to, the authority to make any and all
factual determinations and interpret all terms and provisions of the documents
governing the Plan and relevant to the issue under consideration.  The exercise of authority will be binding
upon all persons; and it is intended that the exercise of authority be given
deference in all courts of law to the greatest extent allowed under law, and
that it not be overturned or set aside by any court of law unless found to be
arbitrary and capricious.


 


38

















 


15.9                        AGENT FOR LEGAL PROCESS.  Maytag will be the agent for service of legal
process with respect to any matter concerning the Plan (unless it designates
some other entity or person as such agent).


 


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


 


15.11                 TELEPHONIC OR ELECTRONIC NOTICES AND
TRANSACTIONS.  Any
notice that is required to be given under the Plan to a Participant or
Beneficiary, and any action that can be taken under the Plan by a Participant
or Beneficiary (including enrollments, changes in deferral percentages, loans,
withdrawals, distributions, investment changes, consents, etc.), may be by
means of voice response or other electronic system to the extent so authorized
by Maytag and permitted under the Code or ERISA.  Any notice or other communication sent by a
Participant or Beneficiary to Maytag, or to a recordkeeper or other
service-provider acting on behalf of Maytag with respect to the Plan, via
e-mail will be considered adequate only if it is sent to a specific e-mail
address provided for purposes of such notice or other communication, it is
confirmed to have been received and it complies with such other procedural
requirements as may be established for this purpose by Maytag.


 


ARTICLE XVI


 


AMENDMENT, TERMINATION, MERGER


 


16.1                        AMENDMENT.


 


16.1.1      Amendment.
Maytag may amend or terminate the Plan at any time and for any reason by action
of the following:


 


(a)                                  Board
of Directors. The Board of Directors can adopt any amendment to the Plan,
and the following amendments (unless attributable to collective bargaining) are
reserved exclusively to the Board of Directors:


 


(1)                                  Any
amendment that effects a change in the fundamental design structure of the
Plan; or


 


(2)                                  Any
amendment with a cost impact to Maytag and its Affiliates with a net present
value greater than fifteen million dollars ($15,000,000).


 


(b)                                 Compensation
Committee.  The Compensation
Committee can adopt any amendment to the Plan that is not reserved to the Board
of Directors.


 


(c)                                  ERISA
Executive Committee or Chief Executive Officer.  The ERISA Executive Committee can adopt any
amendment to the Plan that is attributable to collective bargaining, and any
other amendment provided the amendment is not reserved to the Board of
Directors and has a cost impact to Maytag and its Affiliates that does not
exceed five million dollars ($5,000,000) (that is, any amendment with a cost
impact greater than five million dollars ($5,000,000) must be adopted by the
Compensation Committee or the Board of Directors).  The ERISA Executive Committee, in its sole
and absolute discretion, can determine the cost impact of an amendment, and the
validity of amendment will not be open to challenge if based upon a good faith
determination of the cost impact made by the ERISA Executive Committee.


 


39

















 


(d)                                 Person
With Delegated Authority.  The Board
of Directors, the Compensation Committee and the ERISA Executive Committee, by
signed writing, can delegate the amendment authority vested in such person or
body to any other person, committee or body to the extent consistent with its
charter.  In this regard, the Policy and
Oversight Committee is hereby delegated the authority to revise and maintain
any document that is incorporated by reference into this documents, including
the claims procedure specified in the summary plan description.


 


No action by any person or body with amendment authority will
constitute an amendment to the Plan unless it is expressly designated as an
amendment to the Plan.


 


16.1.2      Effect
on Prior Operation of Plan.  An
amendment will not affect the operation of the Plan or the rights of any
Participant retroactive to a date prior to the effective date of the
amendment.  The Accounts of a Participant
(and all payment options and other rights with respect thereto) will be
determined and paid in accordance with the terms of the Plan in effect as of
his/her Termination of Employment, without regard to any subsequent amendment
to the Plan (including an amendment with an effective date retroactive to a
date prior to Termination of Employment) unless such amendment is required by
law to be applied to the Participant or the amendment expressly provides that
it will apply to Participants who have already had a Termination of
Employment.  Maytag reserves the right to
adopt an amendment with a retroactive effective date to the extent that
retroactive application of the amendment is required by law or for any other
reason deemed appropriate by Maytag.


 


16.1.3      Effect
on Vesting.  An amendment will not
reduce the vested percentage of a Participant determined as of the later of the
effective or adoption date of the amendment. 
Further, if Maytag amends the vesting schedule under the Plan, with
respect to any Participant who has three (3) or more years of vesting service
(determined using the elapsed time methodology set forth in ERISA Reg. §
2530.200b-9), Maytag either will permit such Participant to elect to have
his/her vested percentage computed without regard to such amendment or will
amend the Plan to provide that the vested interest of such Participant will be
the greater of his/her vested interest with regard to such amendment or his/her
vested interest without regard to such amendment.


 


The election
period for which the Participant may elect to have his or her vested percentage
computed without regard to such amendment will begin no later than the adoption
date of the amendment and end no earlier than sixty (60) days after the latest
of the following dates:


 


(a)           The
adoption date of the amendment;


 


(b)           The
effective date of the amendment; or


 


(c)                                  The
day of the Participant is issued written notice of the amendment.


 


16.1.4      Effect
on Protected Benefits.  An amendment
will not reduce any Account balance or eliminate any optional form of benefit
to the extent to prohibited under Code § 411(d)(6).


 


16.2                        PERMANENT DISCONTINUANCE OF CONTRIBUTIONS. 
Maytag may completely discontinue contributions under the Plan.  No Employee will become a Participant after
such discontinuance and each Participant will be fully vested in his/her
Account balance.  Subject to the
foregoing, all of the provisions of the Plan will continue in effect, and upon
entitlement thereto distributions will be made in accordance with the terms of
the Plan.


 


16.3                        TERMINATION.  Maytag expects that it will continue the
Plan, but its continuation is not a contractual obligation of Maytag or any
Affiliate.  Maytag reserves the right to
terminate the Plan at any time and for any reason.  After the Plan is terminated no further
contributions will be made. 
Distributions will be made to Participants and Beneficiaries promptly
after the termination of the Plan, but not before the earliest date permitted
under the Code and applicable regulations, and the Plan and any related trust
agreement or group annuity contract will continue in force for the purpose of
making such distributions.


 


40

















 


16.4                        PARTIAL TERMINATION.  If Maytag determines that there has been a
partial termination of the Plan, any Participant affected by such partial
termination will become vested in his/her Account.


 


16.5                        MERGER, CONSOLIDATION, OR TRANSFER OF PLAN
ASSETS.  If the Plan is merged or consolidated with any
other plan, or if assets or liabilities of the Plan are transferred to any
other plan, provision will be made so that each Participant and Beneficiary
would (if such other plan then terminated) receive a benefit immediately after
the merger, consolidation, or transfer that is equal to or greater than the
benefit he/she would have been entitled to receive immediately before the
merger, consolidation, or transfer (if the Plan had then terminated).


 


16.6                        DEFERRAL OF DISTRIBUTIONS.  In the case of a complete discontinuance of
contributions to the Plan or of a complete or partial termination of the Plan,
Maytag or the Trustee may defer any distribution of benefits to Participants
and Beneficiaries with respect to which such discontinuance or termination applies
(except for distributions which are required to be made under Code
§ 401(a)(9)) until appropriate adjustment of Accounts to reflect taxes,
costs, and expenses, if any, incident to such discontinuance or termination.


 


ARTICLE XVII


 


MISCELLANEOUS PROVISIONS


 


17.1        SPECIAL TOP-HEAVY RULES.  The following provisions apply in any Plan
Year in which the Plan is top-heavy.


 


17.1.1      Minimum
Contribution.  If the Plan is
top-heavy for a Plan Year, a minimum contribution will be made for such Plan
Year on behalf of each Active Participant who is not a Key Employee and who is
employed with Maytag or an Affiliate on the last day of such Plan Year.  The minimum contribution will equal that
percentage of the Participant’s compensation for the Plan Year which is the
smaller of:


 


(a)                                  Three
percent (3%).


 


(b)                                 The
percentage which is the largest percentage of compensation allocated to any Key
Employee from employer contributions for such Plan Year.


 


The Base Before-Tax and Catch-Up Contributions made on behalf of a
Participant who is not a Key Employee will not be counted toward the minimum
contribution required under this Sec. 18.1.1 (however, such contributions made
on behalf of Key Employees will be counted for purposes of determining the
percentage in (b) above).


 


17.1.2                  Definitions.  The following terms have the following
meanings in this Section:


 


(a)           “Determination Date”
means the last day of the preceding Plan Year.


 


(b)           “Determination
Period” means the Plan Year in which the applicable Determination Date occurs
and the four preceding Plan Years.


 


(c)           “Key Employee”
means any Employee or former Employee of Maytag or an Affiliate who is defined
as such under Code § 416(i).


 


(d)           “Required
Aggregation Group” means each qualified plan of Maytag or an Affiliate in which
at least one Key Employee participates in the Plan Year that contains the
Determination Date or any of the four preceding Plan Years, and any other
qualified plan of Maytag or an Affiliate that enables such a Plan to meet the
requirements of Code §§ 401(a)(4) or 410.


 


41

















 


(e)                                  “Permissive
Aggregation Group” means the Required Aggregation Group plus any other
qualified plan of Maytag or an Affiliate which, when consolidated as a group
with the Required Aggregation Group, would continue to satisfy the requirements
of Code §§ 401(a)(4) or 410.


 


(f)                                    “Present
Value” for purposes of determining whether a defined benefit plan is Top-Heavy,
will be calculated using the actuarial assumptions specified in the defined
benefit plan for this purpose.


 


(g)                                 “Top-Heavy”
means the condition of the Plan that exists (or would exist) for any Plan Year
if:


 


(1)                                  The
Plan is not part of a Required Aggregation Group and the top-heavy ratio for
the Plan exceeds sixty percent (60%); or


 


(2)                                  The
Plan is a part of a Required Aggregation Group and the top-heavy ratio for the
Required Aggregation Group exceeds sixty percent (60%).


 


Notwithstanding
the above, the Plan is not Top-Heavy if the Plan is a part of a Permissive
Aggregation Group and the top-heavy ratio for the Permissive Aggregation Group
does not exceed sixty percent (60%).


 


The “top-heavy
ratio” for this purpose means a fraction, the numerator of which is the sum of
account balances as of the Determination Date of all Key Employees under all
defined contribution plans maintained by Maytag or an Af-filiate (including any
part of any account balance distributed in the five-year period ending on the
Determination Date), and the Present Value of accrued benefits as of the
Determination Date of all Key Employees under all de-fined benefit plans maintained
by Maytag or an Affiliate, and the denominator of which is the sum of all
account balances as of the Determination Date of all Employees under all such
defined contribution plans (including any part of any account balance
distributed in the five-year period ending on the Determination Date), and the
Present Value of accrued benefits as of the Determination Date of all Employees
under all such defined benefit plans, all deter-mined in accordance with Code §
416 and the regulations thereunder.  The
account balances under a defined contri-bution plan and the accrued benefits
under a defined benefit plan in both the numerator and denominator of the
top-heavy ratio will be increased for any distribution made during the one-year
period (or, in the case of a distribution for any reason other than separation
from service, death or disability, the five-year period) ending on the
Determina-tion Date.


 


For purposes of
calculating the top-heavy ratio, the value of the account balances and the
accrued benefits will be determined as of the most recent Valuation Date that
falls within the 12-month period ending on the Determination Date.  If an individual has not performed services
for the Company or an Affiliate at any time during the one-year period ending
on the Determination Date, any account balance or accrued benefit of such
individual will be disregarded.


 


(h)                                 “Valuation
Date” is the last day of each Plan Year and is the date as of which account
balances or accrued benefits are valued for purposes of calculating the
top-heavy ratio.


 


17.1.3                  Exception
For Collective Bargaining Unit.  The
minimum contribution requirement described above will not apply to any
Collective Bargaining Employee if retirement benefits were the subject of good
faith bargaining between the employee representative and Maytag or any Affiliate.


 


17.1.4                  Defined
Benefit Plan Accrued Benefit.  For
purposes of determining if a defined benefit plan included in a Required Aggregation
Group of which this Plan is a part is a Top-Heavy Plan, the accrued benefit to
any employee (other than a Key Employee) will be determined under the method
which is used for accrual purposes under all defined benefit plans maintained
by the Company and its Affiliates, or if there is no such method, as if such
benefit accrued not more rapidly than the lowest accrual rate permitted under
Code § 411(b)(C).


 


42

















 


17.2                        QUALIFIED MILITARY SERVICE.  The
Plan will comply with the requirements of Code § 414(u) with respect to each
Participant who is absent from service because of “qualified military service”
(as defined in Code § 414(u)(5)) provided that he/she returns to employment
within such period after the end of the qualified military service as is
prescribed under Code § 414(u) (or other federal law cited
therein).  Accordingly, any such
Participant will be permitted to make additional Before-Tax Contributions after
his/her reemployment, will receive Matching Contributions on such Before-Tax
Contributions, and will receive service credit for the period of qualified
military service as required under Code § 414(u).


 


17.3                        INSURANCE COMPANY NOT RESPONSIBLE FOR VALIDITY
OF PLAN.  Any insurance company that issues a contract
under the Plan will not have any responsibility for the validity of the
Plan.  An insurance company to which an
application may be submitted hereunder may accept such application and will
have no duty to make any investigation or inquiry regarding the authority of
the applicant to make such application or any amendment thereto or to inquire
as to whether a person on whose life any contract is to be issued is entitled
to such contract under the Plan.


 


17.4                        NO GUARANTEE OF EMPLOYMENT.  The Plan is not an employment agreement, and
participation herein does not constitute a guarantee of employment with Maytag
or any Affiliate.  Nothing herein will
interfere with the right of Maytag or any Affiliate to discipline, discharge,
or take any other action with respect to an Employee at any time.


 


17.5                        USE OF COMPOUNDS OF WORD “HERE”.  Use of the words “hereof,” “herein,” “hereunder,”
or similar compounds of the word “here” will mean and refer to the entire Plan
unless the context clearly indicates to the contrary.


 


17.6                        CONSTRUED AS A WHOLE.  The Plan is to be construed as a whole in
such manner as to carry out its purpose and a given provision is not to be
construed separately without relation to the context.


 


17.7                        HEADINGS.  Headings at the beginning of Articles and
Sections are for convenience of reference, are not considered a part of the
text of the Plan, and will not influence its construction.


 


* * * * * * * * * *


 


IN WITNESS WHEREOF,
Maytag Corporation has caused this instrument to be executed on this        
day of September, 2004, effective as of September 1, 2004, by its Senior Vice
President of Human Resources pursuant to a delegation of authority from the
ERISA Executive Committee by resolution of such committee dated July 28, 2004.


 


	
  ATTEST:

  	
   

  	
  MAYTAG CORPORATION

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
  Mark W. Krivoruchka

  
	
   

  	
  Senior Vice President
  of Human Resources

  



 


43

















 


APPENDIX A


LIST OF ELIGIBLE GROUPS AND
MATCHING CONTRIBUTION FORMULAS


 


The Matching Contribution
under Sec. 5.1.1(a) will be determined each calendar month based on the
Before-Tax Contributions (disregarding Before-Tax Contributions made under Sec.
4.1.3) and Compensation for payroll periods ending within the month.  The eligible employee groups and the formula
applicable to each group is as follows:


 


Eligible Employee Group:


•                  All Salaried Employees:


•                  Including Salaried Employees of
Maytag.


•                  Including Salaried Employees of
Maytag Manufacturing.


•                  Including Salaried Employees of
Maytag International, Inc.


•                  Including Salaried Employees of The
Hoover Company I L.P.


•                  Including Salaried Employees of The
Hoover Company (Sales).


•                  Including Salaried Employees of
Dixie-Narco, Inc.


•                  Including Salaried Employees of
Maytag Services.


•                  Including Salaried Employees of
Maytag Appliances Sales Company.


•                  Excluding Salaried Employees at Jade
Products (see below).


 


Matching Contribution from
September 1, 2004 Forward:


•                  For
Cash Balance Formula Participants:  One-hundred percent (100%) of
Before Tax Contributions on the first three percent (3%) of Compensation, and
fifty percent (50%) of Before Tax Contributions on the next two percent (2%) of
Compensation.  Before-Tax Contributions
in excess of five percent (5%) of Compensation are disregarded in determining
the Matching Contribution.


 


•                  For
Participants other than Cash Balance Formula Participants: Fifty percent (50%) of Before Tax Contributions on the
first six percent (6%) of Compensation. Before Tax Contributions in excess of
six percent (6%) of Compensation are disregarded in determining the Matching
Contribution.


 


Eligible Employee Group:


•                  General Hourly Employees of Jackson
Dishwashing Products in Jackson, Tennessee.


•                  General Hourly Employees of Maytag
Services in Milan, Tennessee.


•                  General Hourly Employees of Florence
Laundry Products in Florence, South Carolina.


•                  General Hourly Employees of Searcy
Laundry Products in Searcy, Arkansas.


•                  Collective Bargaining Employees
working as guards at Newton Laundry Products in Newton, Iowa.


•                  General Hourly Employees of
Dixie-Narco in Williston, South Carolina.


•                  General Hourly Employees of Cleveland
Cooking Products in Cleveland, Tennessee.


•                  General Hourly Employees of Maytag at
Regional Distribution Centers.


 


Matching
Contribution from September 1, 2004 Forward:


•                  For
Cash Balance Formula Participants:  One-hundred percent (100%) of
Before Tax Contributions on the first three percent (3%) of Compensation, and
fifty percent (50%) of Before Tax Contributions on the next two percent (2%) of
Compensation.  Before-Tax Contributions
in excess of five percent (5%) of Compensation are disregarded in determining
the Matching Contribution.


 


•                  For
Participants other than Cash Balance Formula Participants: Fifty percent (50%) of Before Tax Contributions on the
first six percent (6%) of Compensation. Before Tax Contributions in excess of
six percent (6%) of Compensation are disregarded in determining the Matching
Contribution.


 


A-1

















 


Eligible Employee Group:


•                  General Hourly Employees of The
Hoover Company I L.P. employed at the El Paso, Texas plant.


•                  Salaried Employees of Jade Products
in Commerce, California.


•                  General Hourly Employees of Jade
Products in Commerce, California.


 


Matching
Contribution from September 1, 2004 Forward:


•                  One-hundred
percent (100%) of Before Tax Contributions on the first three percent (3%) of
Compensation, and fifty percent (50%) of Before Tax Contributions on the next
two percent (2%) of Compensation. Before-Tax Contributions in excess of five
percent (5%) of Compensation are disregarded in determining the Matching
Contribution.


 


Eligible Employee Group:


•                  Collective
Bargaining Employees hired on or after January 1, 1995 at Galesburg
Refrigeration Products in Galesburg, Illinois as production or maintenance
employees who are members of Midwest Lodge No. 2063, International Association
of Machinist and Aerospace Workers, AFL-CIO, and who elected to be eligible to
participate in the Plan in lieu of receiving a twenty-two dollar ($22) benefit
from the Maytag Corporation Employees’ Retirement Plan.


 


•                  Collective
Bargaining Employees hired before April 18, 1989, on an hourly basis
as office employees working at Galesburg Refrigeration Products in Galesburg,
Illinois, who are members of the Local 444, Office and Professional International
Union, AFL-CIO, and who made a one time election on that date to be eligible
for the Plan, and those Collective Bargaining Employees employed on or after
April 18, 1989, on an hourly basis as office employees at this location.


 


•                  Collective
Bargaining Employees in Herrin, Illinois, who are covered under the collective
bargaining agreement with the Office and Professional Employees International
Union, Local 13.


 


Matching
Contribution from September 1, 2004 Forward:


•                  Fifty
percent (50%) of Before Tax Contributions on the first six percent (6%) of
Compensation. Before Tax Contributions in excess of six percent (6%) of
Compensation are disregarded in determining the Matching Contribution.


 


Eligible Employee Group:


•                  Collective
Bargaining Employees of The Hoover Company I L.P. represented by the
International Brotherhood of Electrical Workers, Local 1985, in the North
Canton, Canton or Jackson Township/Stark County, Ohio plants, excluding members
of the security force.


 


Matching
Contribution from September 1, 2004 Forward:


•                  For
Cash Balance Formula Participants:  One-hundred percent (100%) of
Before Tax Contributions on the first three percent (3%) of Compensation, and
fifty percent (50%) of Before Tax Contributions on the next two percent (2%) of
Compensation.  Before-Tax Contributions
in excess of five percent (5%) of Compensation are disregarded in determining
the Matching Contribution.


 


•                  For
Participants other than Cash Balance Formula Participants: Fifty percent (50%) of Before Tax Contributions on the
first six percent (6%) of Compensation. Before Tax Contributions in excess of
six percent (6%) of Compensation are disregarded in determining the Matching
Contribution.


 


A-2

















 


Eligible
Employee Group:


•                  Collective
Bargaining Employees of Maytag Services in New York and New Jersey.


 


Matching Contribution from
September 1, 2004 through February 28, 2005:


•                  Twenty-five
percent (25%) of Before Tax Contributions on the first three percent (3%) of
Compensation.  Before Tax Contributions
in excess of three percent (3%) of Compensation are disregarded in determining
the Matching Contribution.


 


Matching Contribution from March 1, 2005 Forward:


•                  Fifty
percent (50%) of Before Tax Contributions on the first six percent (6%) of
Compensation.  Before Tax Contributions
in excess of six percent (6%) of Compensation are disregarded in determining
the Matching Contribution.


 


Eligible
Employee Group:


•                  Collective
Bargaining Employees working at Herrin Laundry Products in Herrin, Illinois and
covered under the collective bargaining agreement with the International
Association of Machinists Local 554 who made a one-time election to participate
in the Plan on January 1, 2001, and those Eligible Employees employed after
June 11, 2000, on an hourly basis at the above location.


 


Matching Contribution from
September 1, 2004 Forward:


•                  Twenty-five
percent (25%) of Before Tax Contributions on the first five percent (5%) of
Compensation. Before Tax Contributions in excess of five percent (5%) of
Compensation are disregarded in determining the Matching Contribution.


 


Eligible Employee Group:


•                  Collective
Bargaining Employees in Amana, Iowa.


 


Matching Contribution from
September 26, 2004 Forward:


•                  For
Cash Balance Formula Participants:  One-hundred percent (100%) of
Before Tax Contributions on the first three percent (3%) of Compensation, and
fifty percent (50%) of Before Tax Contributions on the next two percent (2%) of
Compensation.  Before-Tax Contributions
in excess of five percent (5%) of Compensation are disregarded in determining
the Matching Contribution.


 


•                  For
Participants other than Cash Balance Formula Participants: Fifty percent (50%) of Before Tax Contributions on the
first six percent (6%) of Compensation. Before Tax Contributions in excess of
six percent (6%) of Compensation are disregarded in determining the Matching
Contribution.


 


A-3

















 


Eligible
Employee Group:


•                  Collective
Bargaining Employees in Newton, Iowa, who are covered by the collective
bargaining agreement with International Union, United Auto, Aerospace and
Agricultural Implement Workers of America Local Union 997.


 


Matching Contribution from June
1, 2004 Forward:


•                  For
Cash Balance Formula Participants:  One-hundred percent (100%) of
Before Tax Contributions on the first three percent (3%) of Compensation, and
fifty percent (50%) of Before Tax Contributions on the next two percent (2%) of
Compensation.  Before-Tax Contributions
in excess of five percent (5%) of Compensation are disregarded in determining
the Matching Contribution.


 


•                  For
Participants other than Cash Balance Formula Participants:  N/A (presently, only Cash Balance Formula
Participants are eligible to receive Matching Contribution)


 


A-4