EXHIBIT
4.5


 


FIFTH AMENDMENT


TO THE


MAYTAG CORPORATION SALARY SAVINGS PLAN


 


[This amendment revises the Plan to: (i) provide for cash matching
contributions, (ii) replace the Maytag Stock Fund with a Whirlpool Stock Fund;
(iii) provide for the investment of cash received by the stock fund as a result
of the merger of Maytag and Whirlpool, and (iv) provide for a blackout in order
to accomplish the transition.]


 


WHEREAS, Maytag Corporation (the “Corporation”) previously adopted the
Maytag Corporation Salary Savings Plan (As amended and Restated Effective
September, 1, 2004) (the “Plan”) for the benefit of its eligible employees; and


 


WHEREAS, under Section 16.1 of the Plan, the Corporation has reserved
the right to amend the Plan, with amendment authority in this instance resting
with the ERISA Executive Committee; and


 


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


 


WHEREAS, pursuant to the Merger Agreement, shares of Maytag common
stock shall be exchanged for the Merger Consideration (as defined in the Merger
Agreement) and result in cash and shares of common stock of Whirlpool becoming
held in the Plan’s Maytag Stock Fund; and


 


WHEREAS, the Corporation now desires to amend the Plan effective at the
Effective Time (as defined in the Merger Agreement) to (i) provide for cash
matching contributions, (ii) replace the Maytag Stock Fund with a Whirlpool
Stock Fund; (iii) provide for the investment of cash received by the stock fund
as a result of the merger of Maytag and Whirlpool, and (iv) provide for a
blackout in order to accomplish the transition;


 


NOW, THEREFORE, BE IT RESOLVED, that effective at the Effective Time
(as defined in the Merger Agreement), and only effective if the transaction
contemplated by the Merger Agreement is effectuated, the Plan is hereby amended
as follows:


 


1.             The phrase “Maytag
Stock” is hereby replaced with the phrase “Whirlpool Stock” wherever it appears
in the Plan.


 


2.             Section 2.1.19 is
hereby deleted in its entirety and replaced with the following:


 


2.1.19 
“Whirlpool Stock” means the common stock of Whirlpool Corporation, a
Delaware corporation.


 

















 


3.             A new subsection
5.1.1 (c) is hereby added as follows:


 


(c)           Notwithstanding
anything in the Plan to the contrary, the provisions of (a) and (b) above shall
not apply for contributions made on or after the Effective Time (as defined in
the Merger Agreement) and ending at such time as is determined by the ERISA
Executive Committee.  During such period,
Maytag and its Participating Affiliates will make Matching Contributions on
behalf of each Participant described in Section 5.1.3 in cash in an amount
determined in accordance with the applicable formula set forth in Appendix A
(with different formulas applying to different eligible employee groups with
different formulas applying to Cash Balance Formula Participants).  The Matching Contribution will be determined
each calendar month based on the Before-Tax Contributions (disregarding
Before-Tax Contributions made under Section 4.1.3) and Compensation for payroll
periods ending within the month.


 


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


 


4.             The second paragraphs
of each of Section 5.2 and Section 8.1.1 are hereby amended as follows:


 


Matching Contributions under Section 5.1.1(c) are made under the Profit
Sharing Component of the Plan and shall be invested in the Fidelity Retirement
Money Market Portfolio and will thereafter be subject to the investment
direction provisions of Section 8.2.  All
other 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 or Beneficiary under Section 8.1.2.


 


5.             A new third paragraph
is hereby added to Section 8.1.1 as follows:


 


Notwithstanding any provision of the Plan to the contrary, any cash
received by the Plan as Merger Consideration (as defined in the Merger
Agreement) pursuant to the Agreement and Plan of Merger dated August 22, 2005
among the Corporation, Whirlpool Corporation, a Delaware corporation and
Whirlpool Acquisition Co. a Delaware corporation and wholly owned Subsidiary of
Whirlpool Corporation (the “Merger Agreement”) shall be invested in the Money
Market Fund – Temporary and will thereafter be subject to the investment
direction provisions of Section 8.2.


 


6.             Section 8.2.6 is
hereby amended by deleting the words “Maytag (acting in its corporate capacity),”
and substituting therefore the words “Maytag or Whirlpool Corporation (each
acting in its corporate capacity) and that is made applicable to the Plan,.”


 


7.             Notwithstanding any
provision in the Plan to the contrary, beginning at such time during the week
of March 26, 2006 as is determined by Maytag and ending at such time during the
week of April 2, 2006 as is determined by Maytag, or beginning and ending at such
other times as are reasonably determined by Maytag, no distributions,
withdrawals or loans that otherwise would have been allowed under the Plan may
be made from that portion of a Participant’s or Beneficiary’s account which is
invested in Maytag Stock or Whirlpool Stock or cash invested in the Money
Market Fund – Temporary pursuant to the provisions of the new third paragraph


 

















 


added to Section 8.1.1 by Section 5 above.  Further, notwithstanding any provision in the
Plan to the contrary, beginning at such time during the week of March 26, 2006 as
is determined by Maytag and ending at such time during the week of April 2,
2006 as is determined by Maytag, or beginning and ending at such other times as
are reasonably determined by Maytag, no investment transfers or changes in
future investment contribution allocations involving Maytag Stock or Whirlpool
Stock or cash invested in the Money Market Fund – Temporary pursuant to the
provisions of the new third paragraph added to Section 8.1.1 by Section 5 above
shall be allowed.


 


IN WITNESS WHEREOF, the Corporation has caused this Fifth Amendment to
be executed by written action of its ERISA Executive Committee this 30th day of
March, 2006.


 


 


	
  /s/ Ralph F. Hake

  	
   

  
	
  Ralph F. Hake

  
	
  Chairman and Chief Executive Officer

  
	
   

  
	
  /s/ George C. Moore

  	
   

  
	
  George C. Moore

  
	
  Executive Vice President and Chief Financial Officer

  
	
   

  
	
  /s/ Mark W. Krivoruchka

  	
   

  
	
  Mark W. Krivoruchka

  	
   

  
	
  Senior Vice President, Human Resources

  
	
   

  
	
  /s/ Roger K. Scholten

  	
   

  
	
  Roger K. Scholten

  
	
  Senior Vice President, General Counsel