MAYTAG CORPORATION

                                  Exhibit 4(g)

 U.S. $400,000,000 Credit Agreement Dated as of July 28, 1995 Among Registrant,
 the banks Party Hereto and Bank of Montreal, Chicago Branch as Agent and Royal
                           Bank of Canada as Co-agent.









<PAGE>











================================================================================




                                U.S. $400,000,000

                                CREDIT AGREEMENT

                                   Dated as of

                                  July 28, 1995

                                      Among

                               MAYTAG CORPORATION,

                             THE BANKS PARTY HERETO,

                                       AND

                        BANK OF MONTREAL, CHICAGO BRANCH
                                    as Agent

                                       AND

                              ROYAL BANK OF CANADA
                                   as Co-Agent

================================================================================





402302.01.08
1418565/rel
7/26/95<PAGE>


                                TABLE OF CONTENTS


Introduction..............................................................  1

SECTION 1.    THE COMMITTED FACILITY......................................  1

   Section 1.1.   The Commitments.........................................  1
   Section 1.2.   Applicable Interest Rates...............................  1
   Section 1.3.   Minimum Borrowing Amounts...............................  3
   Section 1.4.   Manner of Borrowing Loans and Designating Interest Rates
                  Applicable to Loans.....................................  3

SECTION 2.    GENERAL PROVISIONS APPLICABLE TO LOANS......................  5

   Section 2.1.   Interest Periods........................................  5
   Section 2.2.   Maturity of Loans.......................................  6
   Section 2.3.   Prepayments.............................................  6
   Section 2.4.   Default Rate............................................  7
   Section 2.5.   The Notes...............................................  7
   Section 2.6.   Commitment Terminations.................................  8
   Section 2.7.   Funding Indemnity.......................................  8

SECTION 3.    FEES........................................................  8

   Section 3.1.   Facility Fee............................................  8
   Section 3.2.   Usage Fee...............................................  9
   Section 3.3.   Agent Fees..............................................  9

SECTION 4.    PLACE AND APPLICATION OF PAYMENTS...........................  9

   Section 4.1.   Place and Application of Payments.......................  9

SECTION 5.    DEFINITIONS................................................. 10

   Section 5.1.   Definitions............................................. 10
   Section 5.2.   Interpretation.......................................... 16

SECTION 6.    REPRESENTATIONS AND WARRANTIES.............................. 16

   Section 6.1.   Organization and Qualification.......................... 16
   Section 6.2.   Subsidiaries............................................ 16
   Section 6.3.   Corporate Authority and Validity of Obligations......... 17
   Section 6.4.   Not an Investment Company............................... 17
   Section 6.5.   Margin Stock............................................ 17
   Section 6.6.   Financial Reports....................................... 17
   Section 6.7.   No Material Adverse Change.............................. 18
   Section 6.8.   Litigation.............................................. 18











                                       -i-<PAGE>


   Section 6.9.   Tax Returns............................................. 18
   Section 6.10.  Approvals............................................... 18
   Section 6.11.  Liens................................................... 18
   Section 6.12.  ERISA................................................... 18
   Section 6.13.  Compliance with Environmental Laws...................... 19

SECTION 7.    CONDITIONS PRECEDENT........................................ 19

   Section 7.1.   Initial Borrowing....................................... 20
   Section 7.2.   All Loans............................................... 20

SECTION 8.    COVENANTS................................................... 21

   Section 8.1.   Corporate Existence..................................... 21
   Section 8.2.   Maintenance............................................. 21
   Section 8.3.   Taxes................................................... 21
   Section 8.4.   Insurance............................................... 22
   Section 8.5.   Financial Reports and Other Information................. 22
   Section 8.6.   Leverage Ratio.......................................... 23
   Section 8.7.   Interest Coverage Ratio................................. 23
   Section 8.8.   Mergers, Consolidations, Leases, and Sales.............. 23
   Section 8.9.   Change of Control....................................... 24
   Section 8.10.  ERISA................................................... 24
   Section 8.11.  Conduct of Business..................................... 24
   Section 8.12.  Liens................................................... 24
   Section 8.13.  Use of Proceeds; Margin Stock........................... 26
   Section 8.14.  Compliance with Laws.................................... 26

SECTION 9.    EVENTS OF DEFAULT AND REMEDIES.............................. 27

   Section 9.1.   Events of Default....................................... 27
   Section 9.2.   Non-Bankruptcy Defaults................................. 29
   Section 9.3.   Bankruptcy Defaults..................................... 29
   Section 9.4.   Expenses................................................ 29

SECTION 10.   CHANGE IN CIRCUMSTANCES..................................... 29

   Section 10.1.  Change of Law........................................... 29
   Section 10.2.  Unavailability of Deposits or Inability to Ascertain, or
                  Inadequacy of, LIBOR.................................... 30
   Section 10.3.  Increased Cost and Reduced Return....................... 30
   Section 10.4.  Lending Offices......................................... 31
   Section 10.5.  Discretion of Bank as to Manner of Funding.............. 32
   Section 10.6.  Substitution of Bank.................................... 32

SECTION 11.   THE AGENT................................................... 32

   Section 11.1.  Appointment and Authorization........................... 32











                                      -ii-<PAGE>


   Section 11.2.  Agent and Affiliates.................................... 32
   Section 11.3.  Action by Agent......................................... 33
   Section 11.4.  Consultation with Experts............................... 33
   Section 11.5.  Liability of Agent...................................... 33
   Section 11.6.  Indemnification......................................... 33
   Section 11.7.  Credit Decision......................................... 34
   Section 11.8.  Resignation of Agent and Successor Agent................ 34
   Section 11.9.  Payments................................................ 34
   Section 11.10. Co-Agent................................................ 35

SECTION 12.   MISCELLANEOUS............................................... 35

   Section 12.1.  Withholding Taxes....................................... 35
   Section 12.2.  No Waiver of Rights..................................... 36
   Section 12.3.  Non-Business Day........................................ 36
   Section 12.4.  Documentary Taxes....................................... 36
   Section 12.5.  Survival of Representations............................. 36
   Section 12.6.  Survival of Indemnities................................. 36
   Section 12.7.  Sharing of Set-Off...................................... 37
   Section 12.8.  Notices................................................. 37
   Section 12.9.  Counterparts............................................ 38
   Section 12.10. Successors and Assigns.................................. 38
   Section 12.11. Participants and Note Assignees......................... 38
   Section 12.12. Assignment of Commitments by Banks...................... 38
   Section 12.13. Amendments.............................................. 39
   Section 12.14. Legal Fees and Indemnification.......................... 39
   Section 12.15. Currency................................................ 39
   Section 12.16. Currency Equivalence.................................... 40
   Section 12.17. Governing Law........................................... 40
   Section 12.18. Termination of Existing Credit Agreement................ 40
   Section 12.19. Headings................................................ 40
   Section 12.20. Entire Agreement........................................ 41

Signatures................................................................ 42

EXHIBIT A     FORM OF NOTE
EXHIBIT B     SUBSIDIARIES
EXHIBIT C     FORM OF OPINION OF COUNSEL
EXHIBIT D     FORM OF OPINION OF COUNSEL
EXHIBIT E     FORM OF COMPLIANCE CERTIFICATE



















                                      -iii-<PAGE>


                                CREDIT AGREEMENT


To each of the Banks signatory hereto

Ladies and Gentlemen:

   The undersigned, Maytag Corporation, a Delaware corporation (the "BORROWER"),
applies to you for your several commitments, subject to all the terms and
conditions hereof and on the basis of the representations and warranties
hereinafter set forth, to make available a revolving credit as more fully
hereinafter set forth.  Each of you is hereinafter referred to individually as a
"BANK" and all of you are hereinafter referred to collectively as the "BANKS". 
Bank of Montreal, acting through its Chicago Branch, in its capacity as agent
for the Banks hereunder, and any successor thereto pursuant to Section 11.8
hereof, is hereinafter referred to as the "AGENT" and Royal Bank of Canada in
its capacity as co-agent hereunder is hereinafter referred to as the "CO-AGENT".

SECTION 1.      THE COMMITTED FACILITY.

   SECTION 1.1.   THE COMMITMENTS.  Subject to the terms and conditions hereof,
each Bank, by its acceptance hereof, severally agrees to make a loan or loans
(individually a "LOAN" and collectively "LOANS") to the Borrower from time to
time in U.S. Dollars or Alternative Currencies on a revolving basis in an
aggregate outstanding Original Dollar Amount up to the amount of its commitment
to make Loans set forth on the applicable signature page hereof or pursuant to
Section 12.12 hereof (its "COMMITMENT" and cumulatively for all the Banks the
"COMMITMENTS") (subject to any reductions thereof pursuant to the terms hereof)
prior to the Termination Date.  At no time shall the aggregate Original Dollar
Amount of all outstanding Loans exceed the Commitments then in effect, which
Commitments on the date hereof total U.S. $400,000,000.  Each Borrowing of Loans
shall be advanced ratably from the Banks in proportion to their respective
Unused Commitments.  Subject to Section 1.4 hereof, the Borrower may elect that
each Borrowing of Loans be advanced or maintained as Domestic Rate Loans or
Eurocurrency Loans, which Loans may be repaid and the principal amount thereof
reborrowed prior to the Termination Date, subject to all reductions in the
Commitments and all other terms and conditions hereof.

   SECTION 1.2.   APPLICABLE INTEREST RATES.

     (a) DOMESTIC RATE LOANS.  Each Domestic Rate Loan made or maintained by a
Bank shall bear interest during each Interest Period that it constitutes a
Domestic Rate Loan (computed on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed) on the unpaid principal amount thereof
from the date such Loan is advanced, continued or created by conversion from a
Eurocurrency Loan until maturity (whether by acceleration or otherwise) at a
rate per annum equal to the Domestic Rate from time to time in effect, payable
on the last day of the applicable Interest Period and at maturity (whether by
acceleration or otherwise).<PAGE>


     "DOMESTIC RATE" means for any day the greater of:

         (i)   the rate of interest announced by the Agent from time to time as
     its prime commercial rate, or equivalent, for U.S. Dollar loans to
     borrowers located in the United States, with any change in the Domestic
     Rate resulting from a change in said prime commercial rate to be effective
     as of the date of the relevant change in said prime commercial rate; and

         (ii)  the sum of (x) the rate per annum (rounded upward, if necessary,
     to the nearest 1/100th of 1%) equal to the weighted average of the rates on
     overnight Federal funds transactions with member banks of the Federal
     Reserve System arranged by Federal funds brokers on such day, as published
     by the Federal Reserve Bank of New York on the Business Day next succeeding
     such day, PROVIDED THAT (i) if such day is not a Business Day, the rate for
     such day shall be such rate on such transactions on the immediately
     preceding Business Day as so published on the next succeeding Business Day,
     and (ii) if no such rate is so published on any such next succeeding
     Business Day, the rate for such day shall be the average of the rates
     quoted to the Agent by two or more New York or Chicago Federal funds
     brokers on such day for such transactions as determined by the Agent, PLUS
     (y) 3/8 of 1% (0.375%).

     (b) EUROCURRENCY LOANS.  Each Eurocurrency Loan made or maintained by a
Bank shall bear interest during each Interest Period that it constitutes a
Eurocurrency Loan (computed on the basis of a year of 360 days and actual days
elapsed) on the unpaid principal amount thereof from the date such Loan is
advanced, continued or created by conversion from a Domestic Rate Loan until
maturity (whether by acceleration or otherwise) at a rate per annum equal to the
sum of the applicable Eurocurrency Margin plus the Adjusted LIBOR applicable to
such Loan, payable on the last day of the applicable Interest Period and at
maturity (whether by acceleration or otherwise), and, if the applicable Interest
Period is longer than three months, on each day occurring every three months
after the date such Loan is made.

     "ADJUSTED LIBOR" means, for any Borrowing of Eurocurrency Loans, a rate per
annum determined in accordance with the following formula:

                             ________________LIBOR_________________
         Adjusted LIBOR =    100% - Eurocurrency Reserve Percentage

     "LIBOR" means, with respect to an Interest Period for a Borrowing of
Eurocurrency Loans, the average of the respective rates of interest per annum,
as determined by the Agent (rounded upwards, if necessary, to the nearest whole
multiple of 1/16 of 1%), at which deposits of U.S. Dollars or the relevant
Alternative Currency, as applicable, in immediately available and freely
transferable funds are offered to each of the Reference Banks at 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest
Period by major banks in the eurocurrency interbank market upon request by each
such Reference Bank for a period equal to such Interest Period and in an amount
equal to the principal amount of the Eurocurrency Loan scheduled to be advanced,









                                       -2-<PAGE>


continued or created by conversion from a Domestic Rate Loan by such Reference
Bank as part of such Borrowing.

     "EUROCURRENCY RESERVE PERCENTAGE" means, for any Borrowing of Eurocurrency
Loans, the daily average for the applicable Interest Period of the maximum rate
at which reserves (including, without limitation, any supplemental, marginal and
emergency reserves) are imposed during such Interest Period by the Board of
Governors of the Federal Reserve System (or any successor) on "EUROCURRENCY
LIABILITIES", as defined in such Board's Regulation D (or in respect of any
other category of liabilities that includes deposits by reference to which the
interest rate on Eurocurrency Loans is determined or any category of extension
of credit or other assets that include loans by non-United States offices of any
Bank to United States residents) subject to any amendments of such reserve
requirement by such Board or its successor, taking into account any transitional
adjustments thereto.  For purposes of this definition, the Eurocurrency Loans
shall be deemed to be "EUROCURRENCY LIABILITIES" as defined in Regulation D
without benefit or credit for any prorations, exemptions or offsets under
Regulation D.

     "EUROCURRENCY MARGIN" means for each Eurocurrency Loan:  (i) 0.170% per 
annum for any day Level I Status exists, (ii) 0.180% per annum for any day Level
II Status exists, (iii) 0.185% per annum for any day Level III Status exists,
(iv) 0.2625% per annum for any day Level IV Status exists and (v) 0.500% per
annum for any day Level V Status exists.

     (c) RATE QUOTATIONS.  Each Reference Bank agrees to use its best efforts
to furnish quotations to the Agent as contemplated by this Section.  If any
Reference Bank does not furnish a timely quotation, the Agent shall determine
the relevant interest rate on the basis of the quotation or quotations furnished
by the remaining Reference Bank or, if no such quotation is provided on a timely
basis, the provisions of Section 10.2 shall apply.

     (d) RATE DETERMINATIONS.  The Agent shall determine each interest rate
applicable to the Loans hereunder and the Original Dollar Amount of each Loan
hereunder, and its determination thereof shall be conclusive and binding except
in the case of manifest error or willful misconduct.  The Original Dollar Amount
of each Eurocurrency Loan shall be determined or redetermined, as applicable,
effective as of the first day of each Interest Period applicable to such Loan.

   SECTION 1.3.   MINIMUM BORROWING AMOUNTS.  Each Borrowing of Loans at any
time outstanding shall be in an amount not less than an Original Dollar Amount
of U.S. $10,000,000.

   SECTION 1.4.   MANNER OF BORROWING LOANS AND DESIGNATING INTEREST RATES
APPLICABLE TO LOANS.

     (a) NOTICE TO THE AGENT.  The Borrower shall give notice to the Agent by
no later than 9:00 a.m. (Chicago time) (i) at least three (3) Business Days
before the date on which the Borrower requests the Banks to advance a Borrowing
of Eurocurrency Loans and (ii) on the date the Borrower requests the Banks to
advance a Borrowing of Domestic Rate Loans.  The Loans included in each








                                       -3-<PAGE>


Borrowing shall bear interest initially at the type of rate specified in such
notice of a new Borrowing.  Thereafter, the Borrower may from time to time elect
to change or continue the type of interest rate borne by each Borrowing or,
subject to Section 1.3's minimum amount requirement for each outstanding
Borrowing, a portion thereof, as follows:  (i) if such Borrowing is of
Eurocurrency Loans, on the last day of the Interest Period applicable thereto,
the Borrower may continue part or all of such Borrowing as Eurocurrency Loans
for an Interest Period or Interest Periods specified by the Borrower or, if such
Eurocurrency Loan is denominated in U.S. Dollars, convert part or all of such
Borrowing into Domestic Rate Loans, (ii) if such Borrowing is of Domestic Rate
Loans, on any Business Day, the Borrower may convert all or part of such
Borrowing into Eurocurrency Loans denominated in U.S. Dollars for an Interest
Period or Interest Periods specified by the Borrower.  The Borrower shall give
all such notices requesting the advance, continuation, or conversion of a
Borrowing to the Agent by telephone or telecopy  (which notice shall be
irrevocable once given and, if by telephone, shall be promptly confirmed in
writing).  Notices of the continuation of a Borrowing of Eurocurrency Loans for
an additional Interest Period or of the conversion of part or all of a Borrowing
of Eurocurrency Loans denominated in U.S. Dollars into Domestic Rate Loans or of
Domestic Rate Loans into Eurocurrency Loans denominated in U.S. Dollars must be
given by no later than 9:00 a.m. (Chicago time) at least three (3) Business Days
before the date of the requested continuation or conversion.  All such notices
concerning the advance, continuation, or conversion of a Borrowing shall specify
the date of the requested advance, continuation or conversion of a Borrowing
(which shall be a Business Day), the amount of the requested Borrowing to be
advanced, continued, or converted, the type of Loans to comprise such new,
continued or converted Borrowing and, if such Borrowing is to be comprised of
Eurocurrency Loans, the currency and Interest Period applicable thereto.  The
Borrower agrees that the Agent may rely on any such telephonic or telecopy
notice given by any person it in good faith believes is an Authorized
Representative without the necessity of independent investigation, and in the
event any such notice by telephone conflicts with any written confirmation, such
telephonic notice shall govern if the Agent has acted in reliance thereon.

     (b) NOTICE TO THE BANKS.  The Agent shall give prompt telephonic or
telecopy notice to each of the Banks of any notice from the Borrower received
pursuant to Section 1.4(a) above.  The Agent shall give notice to the Borrower
and each Bank by like means of the interest rate applicable to each Borrowing of
Eurocurrency Loans and, if such Borrowing is denominated in an Alternative
Currency, shall give notice by such means to the Borrower and each Bank of the
Original Dollar Amount thereof.

     (c) BORROWER'S FAILURE TO NOTIFY.  Any outstanding Borrowing of Domestic
Rate Loans shall, subject to Section 7.2 hereof, automatically be continued for
an additional Interest Period on the last day of its then current Interest
Period unless the Borrower has notified the Agent within the period required by
Section 1.4(a) that it intends to convert such Borrowing into a Borrowing of
Eurocurrency Loans or notifies the Agent within the period required by Section
2.3(a) that it intends to prepay such Borrowing.  In the event the Borrower
fails to give notice pursuant to Section 1.4(a) above of the continuation or
conversion of any outstanding principal amount of a Borrowing of Eurocurrency








                                       -4-<PAGE>


Loans denominated in U.S. Dollars before the last day of its then current
Interest Period within the period required by Section 1.4(a) and has not
notified the Agent within the period required by Section 2.3(a) that it intends
to prepay such Borrowing, such Borrowing shall automatically be converted into a
Borrowing of Domestic Rate Loans, subject to Section 7.2 hereof.  In the event
the Borrower fails to give notice pursuant to Section 1.4(a) above of the
continuation of any outstanding principal amount of a Borrowing of Eurocurrency
Loans denominated in an Alternative Currency before the last day of its then
current Interest Period within the period required by Section 1.4(a) and has not
notified the Agent within the period required by Section 2.3(a) that it intends
to prepay such Borrowing, such Borrowing shall automatically be continued as a
Borrowing of Eurocurrency Loans in the same Alternative Currency with an
Interest Period of one month, subject to Section 7.2 hereof, including the
restrictions contained in the definition of Interest Period.

     (d) DISBURSEMENT OF LOANS.  Not later than 11:00 a.m. (Chicago time) on
the date of any requested advance of a new Borrowing of Eurocurrency Loans, and
not later than 12:00 noon (Chicago time) on the date of any requested advance of
a new Borrowing of Domestic Rate Loans, subject to Section 7 hereof, each Bank
shall make available its Loan comprising part of such Borrowing in funds
immediately available at the principal office of the Agent in Chicago, Illinois,
except that if such Borrowing is denominated in an Alternative Currency each
Bank shall make available its Loan comprising part of such Borrowing at such
office as the Agent has previously notified to each Bank, in such funds the
customary for the settlement of international transactions in such currency and
no later than such local time as is necessary for such funds to be received and
transferred to the Borrower for same day value on the date of the Borrowing. 
The Agent shall make available to the Borrower Loans denominated in U.S. Dollars
at the Agent s principal office in Chicago, Illinois and Loans denominated in
Alternative Currencies at such office as the Agent has previously notified the
Borrower, in each case in the type of funds received by the Agent from the
Banks.  Outstanding Borrowings of Loans that are continued for an additional
Interest Period or converted into Loans of a different type, as permitted by
Section 1.4(a), are maintained by each Bank in the same principal amount as
originally advanced.

SECTION 2.     GENERAL PROVISIONS APPLICABLE TO LOANS; REDUCTION OF COMMITMENTS.

   SECTION 2.1.   INTEREST PERIODS.  As provided in Section 1.4 hereof, at the
time of each request to advance, continue, or create through conversion a
Borrowing of Eurocurrency Loans, the Borrower shall select an Interest Period
applicable to such Loans from among the available options.  The term "INTEREST
PERIOD" means the period commencing on the date a Borrowing is made, continued,
or created through conversion and ending:  (a) in the case of Domestic Rate
Loans, on the last day of the calendar quarter in which such Borrowing is
advanced, continued, or created by conversion (I.E., the first to occur
thereafter of March 31, June 30, September 30, and December 31); and (b) in the
case of Eurocurrency Loans 1, 2, 3, 6, or, if available from all the Banks, 9
months thereafter, as the Borrower may select; PROVIDED, HOWEVER, that:










                                       -5-<PAGE>


         (a)   any Interest Period for a Borrowing of Domestic Rate Loans
     commencing less than 90 days before the Termination Date shall end on the
     Termination Date;

         (b)   with respect to any Borrowing of Eurocurrency Loans, the Borrower
     may not select an Interest Period that extends beyond the Termination Date;

         (c)   whenever the last day of any Interest Period would otherwise be a
     day that is not a Business Day, the last day of such Interest Period shall
     be extended to the next succeeding Business Day, provided that, if such
     extension would cause the last day of an Interest Period for a Borrowing of
     Eurocurrency Loans to occur in the following calendar month, the last day
     of such Interest Period shall be the immediately preceding Business Day;
     and

         (d)   for purposes of determining an Interest Period for a Borrowing of
     Eurocurrency Loans, a month means a period starting on one day in a
     calendar month and ending on the numerically corresponding day in the next
     calendar month; PROVIDED, HOWEVER, that if there is no numerically
     corresponding day in the month in which such an Interest Period is to end
     or if such an Interest Period begins on the last Business Day of a calendar
     month, then such Interest Period shall end on the last Business Day of the
     calendar month in which such Interest Period is to end.

   SECTION 2.2.   MATURITY  OF LOANS.  Each Loan shall mature and become due and
payable by the Borrower on the Termination Date.

   SECTION 2.3.   PREPAYMENTS.

     (a) LOANS.  The Borrower shall have the privilege of prepaying without
premium or penalty and in whole or in part (but, if in part, then:  (i) if such
Borrowing is denominated in U.S. Dollars, in an amount not less than U.S.
$10,000,000 and in integral multiples of U.S. $1,000,000, (ii) if such Borrowing
is denominated in an Alternative Currency, an amount for which the U.S. Dollar
Equivalent is not less than U.S. $10,000,000 and (iii) in an amount such that
the minimum amount required for a Borrowing pursuant to Section 1.3 hereof
remains outstanding) any Borrowing of Loans at any time upon three Business
Days', in the case of Eurocurrency Loans, or one Business Day's, in the case of
Domestic Rate Loans, prior notice to the Agent (which shall advise each Bank
thereof promptly thereafter), such prepayment to be made by the payment of the
principal amount to be prepaid and accrued interest thereon to the date fixed
for prepayment and, in the case of Eurocurrency Loans, any compensation required
by Section 2.7 hereof.

     (b) REBORROWINGS.  Any amount paid or prepaid before the Termination Date
may, subject to the terms and conditions of this Agreement, be borrowed, repaid
and borrowed again.












                                       -6-<PAGE>


   SECTION 2.4.   DEFAULT RATE.  If any payment of principal on any Loan is not
made when due (whether by acceleration or otherwise), such Loan shall bear
interest (computed on the basis of a year of 360 days and actual days elapsed)
from the date such payment was due until paid in full, payable on demand, at a
rate per annum equal to:

         (a)   with respect to any Domestic Rate Loan, the sum of two percent
     (2%) plus the Domestic Rate from time to time in effect; and

         (b)   with respect to any Eurocurrency Loan, the sum of two percent
     (2%) plus the rate of interest in effect thereon at the time of such
     default until the end of the Interest Period applicable thereto and,
     thereafter, if such Loan is denominated in U.S. Dollars, at a rate per
     annum equal to the sum of two percent (2%) plus the Domestic Rate from time
     to time in effect or, if such Loan is denominated in an Alternative
     Currency, at a rate per annum equal to the sum of the Eurocurrency Margin,
     plus two (2%) plus the rate of interest per annum as determined by the
     Agent (rounded upwards, if necessary, to the nearest whole multiple of
     one-sixteenth of one percent (1/16%) at which overnight or weekend deposits
     of the appropriate currency (or, if such amount due remains unpaid more
     than three Business Days, then for such other period of time not longer
     than six months as the Agent may elect in its absolute discretion) for
     delivery in immediately available and freely transferable funds would be
     offered by the Agent to major banks in the interbank market upon request of
     such major banks for the applicable period as determined above and in an
     amount comparable to the unpaid principal amount of any such Eurocurrency
     Loan (or, if the Agent is not placing deposits in such currency in the
     interbank market, then the Agent's cost of funds in such currency for such
     period).

   SECTION 2.5.   THE NOTES.  (a) Each Loan made to the Borrower by a Bank shall
be evidenced by a single promissory note of the Borrower issued to such Bank in
the form of Exhibit A hereto.  Each such promissory note is hereinafter referred
to as a "NOTE" and collectively such promissory notes are referred to as the
"NOTES".

     (b) Each Bank shall record on its books and records or on a schedule to
its Note the amount of each Loan advanced, continued, or converted by it, all
payments of principal and interest and the principal balance from time to time
outstanding thereon, the type of such Loan, and, in respect of any Eurocurrency
Loan, the Interest Period, the currency in which such Loan is denominated, and
the interest rate applicable thereto; PROVIDED THAT prior to the transfer of any
Note all such amounts shall be recorded on a schedule to such Note.  The record
thereof, whether shown on such books and records of a Bank or on a schedule to
any Note, shall be PRIMA FACIE evidence as to all such matters; PROVIDED,
HOWEVER, that the failure of any Bank to record any of the foregoing or any
error in any such record shall not limit or otherwise affect the obligation of
the Borrower to repay all Loans made to it hereunder together with accrued
interest thereon.  At the request of any Bank and upon such Bank tendering to
the Borrower the Note to be replaced, the Borrower shall furnish a new Note to
such Bank to replace any outstanding Note, and at such time the first notation








                                       -7-<PAGE>


appearing on a schedule on the reverse side of, or attached to, such Note shall
set forth the aggregate unpaid principal amount of all Loans, if any, then
outstanding thereon.

   SECTION 2.6.   COMMITMENT TERMINATIONS.  The Borrower shall have the right at
any time and from time to time, upon five (5) Business Days prior written notice
to the Agent, to terminate the Commitments, in whole or in part, without premium
or penalty, any partial termination to be in an amount not less than U.S.
$10,000,000 or any larger amount that is an integral multiple of U.S.
$1,000,000, and to reduce ratably the Commitments of the Banks; PROVIDED THAT
the Commitments may not be reduced to an amount less than the Original Dollar
Amount of Loans then outstanding.  Any termination of Commitments pursuant to
this Section 2.6 may not be reinstated.

   SECTION 2.7.   FUNDING INDEMNITY.  In the event any Bank shall incur any
loss, cost or expense (including, without limitation, any loss of profit, and
any loss, cost or expense incurred by reason of the liquidation or re-employment
of deposits or other funds acquired by such Bank to fund or maintain any
Eurocurrency Loan or the relending or reinvesting of such deposits or amounts
paid or prepaid to such Bank) as a result of:

         (a)   any payment, prepayment or conversion of a Eurocurrency Loan on a
     date other than the last day of its Interest Period,

         (b)   any failure (because of a failure to meet the conditions of
     Section 7 or otherwise) by the Borrower to borrow or continue a
     Eurocurrency Loan, or to convert a Domestic Rate Loan into a Eurocurrency 
     Loan, on the date specified in a notice given pursuant to Section 1.4
     hereof,

         (c)   any failure by the Borrower to make any payment of principal on
     any Eurocurrency Loan when due (whether by acceleration or otherwise), or

         (d)   any acceleration of the maturity of a Eurocurrency Loan as a
     result of the occurrence of any Event of Default hereunder,

then, upon the demand of such Bank, the Borrower shall pay to such Bank such
amount as will reimburse such Bank for such loss, cost or expense.  If any Bank
makes such a claim for compensation, it shall provide to the Borrower, with a
copy to the Agent, a certificate executed by an officer of such Bank setting
forth the amount of such loss, cost or expense in reasonable detail (including
an explanation of the basis for and the computation of such loss, cost or
expense) and the amounts shown on such certificate if reasonably calculated
shall be conclusive.

SECTION 3.     FEES.

   SECTION 3.1.   FACILITY FEE.  The Borrower shall pay to the Agent for the
ratable account of the Banks, based on their Commitments, a facility fee
(computed on the basis of a year of 365 or 366 days, as the case may be, and the
actual number of days elapsed) on the average daily amount of the Commitments
hereunder (whether used or unused) at a rate of (i) 0.085% per annum for each







                                       -8-<PAGE>


day Level I Status exists, (ii) 0.100% per annum for each day Level II Status
exists, (iii) 0.120% per annum for each day Level III Status exists, (iv)
0.1875% per annum for each day Level IV Status exists, and (v) 0.300% per annum
for each day Level V Status exists.  Such fee shall be payable in arrears on the
last day of each calendar quarter, commencing September 30, 1995, and on the
Termination Date, unless the Commitments are terminated in whole on an earlier
date, in which event the facility fees for the period to the date of such
termination in whole shall be paid on the date of such termination.  If any Bank
fails to fund a Loan at a time when, pursuant to Section 7 hereof, it is
obligated to fund such Loan, it shall not accrue a facility fee hereunder until
it cures such default by funding such Loan.  The Borrower shall not be obligated
to pay such Bank's portion of the facility fee otherwise payable under this
Section 3.1 if it notifies the Agent of such Bank's default and of the amount of
the facility fee thereby not earned by such defaulting Bank.  If the Agent
receives any payment of the facility fee hereunder from which an amount has been
so deducted as provided above, the Agent shall be entitled to not remit to any
Bank identified by the Borrower as such a defaulting Bank its PRO RATA share of
the portion of the facility fee not earned by such Bank as notified by the
Borrower as provided above.

   SECTION 3.2.   USAGE FEE.  For each day that the outstanding principal amount
of the Loans exceeds 50% of the Commitments then in effect, the Borrower shall
pay to the Agent for the ratable benefit of the Banks, based on their
outstanding Loans, a fee equal to 1/10th of 1% (0.10%) per annum of the
principal amount of all Loans outstanding on each such day, payable in arrears
on the last day of each calendar quarter.

   SECTION 3.3.   AGENT FEES.  The Borrower shall pay to the Agent the fees
agreed to between the Agent and the Borrower.

SECTION 4.     PLACE AND APPLICATION OF PAYMENTS.

   SECTION 4.1.   PLACE AND APPLICATION OF PAYMENTS.  All payments of principal
of and interest on the Loans and all payments of facility fees and all other
amounts payable under this Agreement shall be made to the Agent by no later than
12:00 noon (Chicago time) at the principal office of the Agent in Chicago,
Illinois (or such other location in the State of Illinois as the Agent may
designate to the Borrower) or, if such payment is to be made in an Alternative
Currency, no later than 12:00 noon local time at the place of payment to such
office as the Agent has previously notified the Borrower for the benefit of the
Person or Persons entitled thereto.  Any payments received after such time shall
be deemed to have been received by the Agent on the next Business Day.  All such
payments shall be made (i) in lawful money of the United States of America, in
immediately available funds at the place of payment, or (ii) in the case of
amounts payable hereunder in an Alternative Currency, in such Alternative
Currency in such funds then customary for the settlement of international
transactions in such currency, in each case without setoff or counterclaim.  The
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest on Loans or fees ratably to the Banks and
like funds relating to the payment of any other amount payable to any Bank to
such Bank, in each case to be applied in accordance with the terms of this
Agreement.







                                       -9-<PAGE>


SECTION 5.     DEFINITIONS; INTERPRETATION.

   SECTION 5.1.   DEFINITIONS.  The following terms when used herein have the
following meanings:

     "ADJUSTED LIBOR" is defined in Section 1.2(b) hereof.

     "AGENT" means Bank of Montreal, acting through its Chicago Branch, and any
successor pursuant to Section 11.8 hereof.

     "ALTERNATIVE CURRENCY" means Pounds Sterling, Deutsche Marks, French
Francs, Australian Dollars, Canadian Dollars, Italian Lire and any other
currency requested by the Borrower as an "ALTERNATIVE CURRENCY" hereunder which
is available to each Bank as confirmed by the Agent to the Borrower after
consultation with the Banks.

     "AUTHORIZED OFFICER" means each Authorized Representative and in any case
shall include the Chief Financial Officer, Treasurer, and any Assistant
Treasurer, or, in each case, any other officer performing comparable duties
however designated.

     "AUTHORIZED REPRESENTATIVE" means any of John P. Cunningham, Jr., Executive
Vice President and Chief Financial Officer, David D. Urbani, Vice President and
Treasurer, and Mark S. Ayers, Assistant Treasurer, as shown on the list of
officers provided by the Borrower pursuant to Section 7.1(c) hereof, or any
other person shown on any updated list provided by the Borrower to the Agent, or
any further or different officer(s) or employee(s) of the Borrower so named by
any Authorized Representative of the Borrower in a written notice to the Agent.

     "BANK" means each bank signatory hereto or that becomes a Bank hereunder
pursuant to Section 12.12 hereof.

     "BORROWER" means Maytag Corporation, a Delaware corporation.

     "BORROWING" means the total of Loans of a single type advanced, continued
for an additional Interest Period, or converted from a different type into such
type by one or more Banks on a single date and for a single Interest Period.
Borrowings of Loans are advanced ratably from each of the Banks according to
their Unused Commitments and are continued or converted in the same amounts as
originally advanced.  A Borrowing is "ADVANCED" on the day Banks advance funds
comprising such Borrowing to the Borrower, is "CONTINUED" on the date a new
Interest Period for the same type of Loans commences for such Borrowing, and is
"CONVERTED" when such Borrowing is changed from one type of Loans to the other,
all as requested by the Borrower pursuant to Section 1.4(a).

     "BUSINESS DAY" means any day other than a Saturday or Sunday on which Banks
are not authorized or required to close in Chicago, Illinois or New York, New
York and, if the applicable Business Day relates to the advance, continuation,
conversion of or into, or payment of a Eurocurrency Loan, on which banks are
dealing in U.S. Dollar deposits or the relevant Alternative Currency in the









                                      -10-<PAGE>


interbank market in London, England and, if the applicable Business Day relates
to the borrowing or payment of a Eurocurrency Loan denominated in an Alternative
Currency, on which banks and foreign exchange markets are open for business in
the city where disbursements of or payments on such Loans are to be made.

     "CAPITAL LEASE" means at any date any lease of Property which in accordance
with GAAP at the time in effect would be required to be capitalized on the
balance sheet of the lessee.

     "CAPITAL LEASE OBLIGATIONS" of a Person means the amount of the obligations
of such Person under Capital Leases which would be shown as a liability on a
balance sheet of such Person prepared in accordance with GAAP.

     "CHANGE OF CONTROL" is defined in Section 9.1(h) hereof.

     "CO-AGENT" means Royal Bank of Canada.

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

     "COMMITMENT" is defined in Section 1.1 hereof.
   
     "CONSOLIDATED INCOME BEFORE INTEREST AND TAXES" means, for any fiscal
quarter, determined on a consolidated basis for the Borrower and its
Subsidiaries in accordance with GAAP, (i) earnings (not including any gains or
losses from discontinued operations) before income taxes for such fiscal
quarter, PLUS (ii) Consolidated Interest Expense for such fiscal quarter.

     "CONSOLIDATED INDEBTEDNESS" means all Indebtedness of the Borrower and its
Subsidiaries of the types described in clauses (i), (ii), (iii), and (v) of the
definition of "INDEBTEDNESS", determined (without duplication) on a consolidated
basis in accordance with GAAP.

     "CONSOLIDATED INTEREST EXPENSE" means, for any fiscal quarter of the
Borrower and its Subsidiaries, an amount equal to interest expense on
Consolidated Indebtedness, as determined in accordance with GAAP.

     "CONSOLIDATED NET INCOME" means, for any period, the consolidated net
income of the Borrower and Consolidated Subsidiaries for such period determined
in accordance with GAAP.

     "CONSOLIDATED NET WORTH" means the aggregate amount of the Borrower's and
its Subsidiaries' shareholders equity as determined from the consolidated
balance sheet of the Borrower and its Subsidiaries prepared in accordance with
GAAP; PROVIDED, HOWEVER, that Consolidated Net Worth shall not be increased or
reduced on account of foreign currency translations.














                                      -11-<PAGE>


     "CONSOLIDATED SUBSIDIARY" means any Subsidiary or other entity whose
accounts are required to be consolidated with those of the Borrower in
accordance with GAAP.

     "CONTROLLED GROUP" has the same meaning as in Section 414(b) of the Code.

     "DEFAULT" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.

     "DOMESTIC RATE" is defined in Section 1.2(a) hereof.

     "DOMESTIC RATE LOAN" means a Loan denominated in U.S. Dollars bearing
interest before maturity at the rate specified in Section 1.2(a) hereof.

     "ERISA" is defined in Section 6.12 hereof.

     "EUROCURRENCY LOAN" means a Loan bearing interest before maturity at the
rate specified in Section 1.2(b) hereof.

     "EUROCURRENCY MARGIN" is defined in Section 1.2(b) hereof.

     "EUROCURRENCY RESERVE PERCENTAGE" is defined in Section 1.2(b) hereof.

     "EVENT OF DEFAULT" means any of the events or circumstances specified in
Section 9.1 hereof.

     "EXISTING CREDIT AGREEMENT" is defined in Section 12.18 hereof.

     "GAAP" means generally accepted accounting principles, from time to time in
effect, consistently applied.

     "GUARANTY" of a Person means any agreement by which such Person assumes,
guarantees, endorses, contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes liable upon, the obligation of any other
Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person or otherwise assures any creditor of
such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract or letter of credit.

     "INDEBTEDNESS" means for any Person all (i) obligations of such Person for
borrowed money, (ii) obligations of such Person representing the deferred
purchase price of property or services other than accounts payable for property
or other accrued expenses for services, in each case arising in the ordinary
course of business on terms customary in the trade, (iii) obligations of such
Person evidenced by notes, acceptances, or other instruments of such Person,
(iv) obligations, whether or not assumed, secured by Liens on, or payable out of
the proceeds or production from, Property now or hereafter owned or acquired by
such Person, (v) Capital Lease Obligations of such Person and (vi) obligations
for which such Person is obligated pursuant to a Guaranty.









                                      -12-<PAGE>


     "INTEREST PERIOD" is defined in Section 2.1 hereof.

     "LENDING OFFICE" is defined in Section 10.4 hereof.

     "LEVEL I STATUS" means the S&P Rating is at least A+ or higher OR the
Moody's Rating is at least A1 or higher.

     "LEVEL II STATUS" means Level I Status does not exist, but the S&P Rating
is at least A- or higher OR the Moody's Rating is at least A3 or higher.

     "LEVEL III STATUS" means neither Level I Status nor Level II Status exists,
but the S&P Rating is at least BBB+ or higher OR the Moody's Rating is at least
Baa1 or higher.

     "LEVEL IV STATUS" means none of Level I Status, Level II Status, and Level
III Status exists, but the S&P Rating is at least BBB- or higher OR the Moody's
Rating is at least Baa3 or higher.

     "LEVEL V STATUS" means none of Level I Status, Level II Status, Level III
Status, and Level IV Status exists.

     "LIBOR" is defined in Section 1.2(b) hereof.

     "LIEN" means any interest in Property securing an obligation owed to, or a
claim by, a Person other than the owner of the Property, whether such interest
is based on the common law, statute or contract, including, but not limited to,
the security interest lien arising from a mortgage, encumbrance, pledge,
conditional sale, security agreement or trust receipt, or a lease, consignment
or bailment for security purposes.  The term "LIEN" shall also include
reservations, exceptions, encroachments, easements, rights of way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
affecting Property.  For the purposes of this definition, a Person shall be
deemed to be the owner of any Property which it has acquired or holds subject to
a conditional sale agreement, Capital Lease or other arrangement pursuant to
which title to the Property has been retained by or vested in some other Person
for security purposes, and such retention of title shall constitute a "LIEN."

     "LOAN" is defined in Section 1.1 hereof and the term "TYPE" of Loan refers
to its status as a Domestic Rate Loan or Eurocurrency Loan.

     "MARGIN STOCK" means "MARGIN STOCK" as defined in Regulation U of the Board
of Governors of the Federal Reserve System.

     "MATERIAL PLAN is defined in Section 9.1(f) hereof.

     "MATERIAL SUBSIDIARY" means any Subsidiary of the Borrower except a
Subsidiary that (i) is incorporated outside the United States, and (ii) has
neither (a) assets with a book value in excess of U.S. $5,000,000 nor (b) annual
revenues for the most recently completed calendar year in excess of U.S.
$5,000,000.









                                      -13-<PAGE>


     "MOODY'S RATING" means the rating assigned by Moody's Investors Service,
Inc. to the outstanding senior unsecured non-credit enhanced long-term
indebtedness of the Borrower.  Any reference in this Agreement to any specific
rating is a reference to such rating as currently defined by Moody's Investors
Service, Inc. and shall be deemed to refer to the equivalent rating if such
rating system changes.

     "NOTE" is defined in Section 2.5(a) hereof.

     "ORIGINAL DOLLAR AMOUNT" means the amount of any Loan denominated in U.S.
Dollars and, in relation to any Loan denominated in an Alternative Currency, the
U.S. Dollar Equivalent of such Loan on the day it is advanced or continued for
an Interest Period.

     "PBGC" is defined in Section 6.12 hereof.

     "PERMITTED SECURITIZATIONS" means sales at no less than fair market value
of accounts receivable owed to the Borrower or any Subsidiary.

     "PERSON" means an individual, partnership, corporation, association, trust,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof.

     "PLAN" means with respect to the Borrower and each Subsidiary at any time
an employee pension benefit plan which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and
either (i) is maintained by a member of the Controlled Group for employees of a
member of the Controlled Group of which the Borrower or such Subsidiary is a
part, (ii) is maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes contributions and to
which a member of the Controlled Group of which the Borrower or such Subsidiary
is a part is then making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions, or (iii) under which a
member of the Controlled Group of which the Borrower or such Subsidiary is a
part has any liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years or by reason of being deemed a contributing
sponsor under Section 4069 of ERISA.

     "PROPERTY" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible, whether now owned or
hereafter acquired.

     "REFERENCE BANKS" means Bank of Montreal and Royal Bank of Canada.

     "REQUIRED BANKS" means as of the date of determination thereof, Banks
holding at least 66-2/3% of the Commitments or, in the event that no Commitments
are outstanding hereunder, Banks holding at least 66-2/3% in aggregate principal
amount of the Loans outstanding hereunder.










                                      -14-<PAGE>


     "SECURITY" has the same meaning as in Section 2(l) of the Securities Act of
1933, as amended.

     "SEC" means the Securities and Exchange Commission.

     "SET-OFF" is defined in Section 12.7 hereof.

     "S&P RATING" means the rating assigned by Standard & Poor's Ratings
Services Group, a division of The McGraw-Hill Companies, Inc. to the outstanding
senior unsecured  non-credit  enhanced  long-term indebtedness of the Borrower. 
Any reference in this Agreement to any specific rating is a reference to such
rating as currently defined by Standard & Poor's Ratings Group, a division of
The McGraw-Hill Companies, Inc. and shall be deemed to refer to the equivalent
rating if such rating system changes.

     "SUBSIDIARY" means any corporation or other entity of which more than fifty
percent (50%) of the outstanding Voting Stock, in the case of a corporation, or
comparable equity interests having ordinary voting power for the election of the
governing body of such non-corporate entity is at the time directly or
indirectly owned by the Borrower, by one or more of its Subsidiaries, or by the
Borrower and one or more of its Subsidiaries.

     "TERMINATION DATE" means July 27, 2000.

     "UNFUNDED VESTED LIABILITIES" means, with respect to any Plan at any time,
the amount (if any) by which (i) the present value of all vested nonforfeitable
accrued benefits under such Plan exceeds (ii) the fair market value of all Plan
assets allocable to such benefits, all determined as of the then most recent
ongoing actuarial valuation date for such Plan.

     "UNUSED COMMITMENT" means as to each Bank, the difference between such
Bank's Commitment and the Original Dollar Amount of all outstanding Loans of
such Bank.

     "U.S. DOLLARS" and the sign "U.S.$" means the lawful currency of the United
  States of America.

     "U.S. DOLLAR EQUIVALENT" means the amount of U.S. Dollars which would be
realized by converting an Alternative Currency into U.S. Dollars in the spot
market at the exchange rate quoted by the Agent, at approximately 11:00 a.m.
(London time) two Business Days prior to the date on which a computation thereof
is required to be made, to major banks in the interbank foreign exchange market
for the purchase of U.S. Dollars for such Alternative Currency.

     "U.S. TAXES" is defined in Section 12.1(c) hereof.

     "VOTING STOCK" of any Person means capital stock of any class or classes
(however designated) having ordinary voting power for the election of directors
of such Person, other than stock having such power only by reason of the
happening of a contingency.









                                      -15-<PAGE>


     "WELFARE  PLAN" means a "WELFARE PLAN," as said term is defined in Section
3(1) of ERISA.

     "WHOLLY-OWNED" when used in connection with any Subsidiary of the Borrower
means a Subsidiary of which all of the issued and outstanding shares of stock
(other than directors qualifying shares as required by law) are owned by the
Borrower and/or one or more of its Wholly-Owned Subsidiaries.

   SECTION 5.2.   INTERPRETATION.  The foregoing definitions shall be equally
applicable to both the singular and plural forms of the terms defined.  All
references to times of day herein shall be references to Chicago, Illinois time
unless otherwise specifically provided.  Where the character or amount of any
asset or liability or item of income or expense is required to be determined or
any consolidation or other accounting computation is required to be made for the
purposes of this Agreement, the same shall be done in accordance with GAAP, to
the extent applicable, except where such principles are inconsistent with the
specific provisions of this Agreement.

SECTION 6.     REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants to the Banks as follows:

   SECTION 6.1.   ORGANIZATION AND QUALIFICATION.  The Borrower is duly
organized and validly existing in good standing under the laws of the State of
Delaware, has full and adequate corporate power to carry on its business as now
conducted, is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business transacted by it or the nature
of the Property owned or leased by it makes such licensing or qualification
necessary, except where the failure to be so licensed or qualified and in good
standing would not have a material adverse effect on the financial condition or
Property, business or operations of the Borrower and the Consolidated
Subsidiaries taken as a whole.

   SECTION 6.2.  SUBSIDIARIES.  As of the date hereof, the only Subsidiaries of
the Borrower are designated in Exhibit B hereto; each Subsidiary is a
corporation duly organized and validly existing in good standing under the laws
of the jurisdiction in which it was incorporated, has full and adequate
corporate power to carry on its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction in which the nature of
the business transacted by it or the nature of the Property owned or leased by
it makes such licensing or qualification necessary, except where the failure to
be so licensed or qualified and in good standing would not have a material
adverse effect on the financial condition or Property, business or operations of
the Borrower and the Consolidated Subsidiaries taken as a whole.  Exhibit B
hereto, as from time to time updated pursuant to Section 8.5(e), correctly sets
forth, as to each Subsidiary required to be listed thereon, whether or not it is
a Consolidated Subsidiary, the jurisdiction of its incorporation, the percentage
of issued and outstanding shares of each class of its capital stock owned by the
Borrower and the Subsidiaries and, if such percentage is not 100% (excluding
directors' qualifying shares as required by law or nominal ownership by other
shareholders required by local law for a non-U.S. Subsidiary), a description of
each class of its authorized capital stock and the number of shares of each







                                      -16-<PAGE>


class issued and outstanding.  All of the issued and outstanding shares of
capital stock of each Subsidiary are validly issued and outstanding and fully
paid and nonassessable and all such shares indicated in Exhibit B as owned by
the Borrower or a Subsidiary are owned, beneficially and of record, by the
Borrower or such Subsidiary, free of any Lien.

   SECTION 6.3.   CORPORATE AUTHORITY AND VALIDITY OF OBLIGATIONS.  The Borrower
has full right and authority to enter into this Agreement, to make the
borrowings herein provided for, to issue its Notes in evidence thereof and to
perform all of its obligations hereunder and under the Notes; this Agreement and
each Note delivered by the Borrower have been duly authorized, executed and
delivered by the Borrower and constitute valid and binding obligations of the
Borrower enforceable in accordance with their terms, except insofar as
enforceability may be limited by bankruptcy, insolvency or other similar laws
relating to or affecting the enforcement of creditors  rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and this Agreement and the
Notes do not, nor does the performance or observance by the Borrower or any
Subsidiary of any of the matters or things therein provided for, contravene any
provision of law or any charter or by-law provision of the Borrower or any
Subsidiary or any material covenant, indenture or agreement of or affecting the
Borrower or any Subsidiary or a substantial portion of their respective
Properties.

   SECTION 6.4.   NOT AN INVESTMENT COMPANY.  The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

   SECTION 6.5.   MARGIN STOCK.  Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its primary activities, in the
business of extending credit for the purpose of purchasing or carrying Margin
Stock, and neither the Borrower nor any of its Subsidiaries will use the
proceeds of any Loan in a manner that violates any provision of Regulation U, G
or X of the Board of Governors of the Federal Reserve System.

   SECTION 6.6.   FINANCIAL REPORTS.  The consolidated statement of financial
condition of the Borrower and the Consolidated Subsidiaries as at December 31,
1994 and the related statements of consolidated income and consolidated cash
flows of the Borrower and the Consolidated Subsidiaries the year then ended and
accompanying notes thereto, which financial statements are accompanied by the
report of Ernst & Young, independent public accountants, and the unaudited
condensed statement of consolidated financial condition of the Borrower and the
Consolidated Subsidiaries as at June 30, 1995 and the related condensed
statements of consolidated income and consolidated cash flows of the Borrower
and the Consolidated Subsidiaries for the three months then ended and
accompanying notes, heretofore furnished to the Banks, fairly present the
consolidated financial conditions of the Borrower and the Consolidated
Subsidiaries as at such dates and the consolidated results of their operations
and their consolidated cash flows for the periods then ended in conformity with
GAAP.










                                      -17-<PAGE>


   SECTION 6.7.   NO MATERIAL ADVERSE CHANGE.  From June 30, 1995 to the date of
this Agreement, there has been no material adverse change in the condition,
financial or otherwise, or business prospects of the Borrower and the
Consolidated Subsidiaries taken as a whole.

   SECTION 6.8.   LITIGATION.  There is no litigation or governmental proceeding
pending, nor to the knowledge of the Borrower threatened, against the Borrower
or any Consolidated Subsidiary which if adversely determined would (a) in any
material way impair the validity or enforceability of, or materially impair the
ability of the Borrower to perform its obligations under, this Agreement or the
Notes or (b) other than as previously disclosed in writing to the Banks, result
in any material adverse change in the financial condition or Property, business
or operations of the Borrower and the Consolidated Subsidiaries taken as a
whole.

   SECTION 6.9.   TAX RETURNS.  The consolidated United States federal income
tax returns of the Borrower for the taxable year ended December 31, 1986 and for
all taxable years ended prior to said date have been examined by the Internal
Revenue Service and have been approved as filed, and any additional assessments
in connection with any of such years have been paid or the applicable statute of
limitations therefor has expired. There are no assessments in respect of the
consolidated United States federal income tax returns of the Borrower and the
Consolidated Subsidiaries of a material nature for any taxable year ended after
December 31, 1986 pending, nor to the knowledge of the Borrower is any such
assessment threatened, other than for those which are provided for by adequate
reserves.

   SECTION 6.10.  APPROVALS.  No authorization, consent, license, exemption or
filing or registration with any court or governmental department, agency or
instrumentality, or any approval or consent of the stockholders of the Borrower
or from any other Person, is necessary to the valid execution, delivery or
performance by the Borrower of this Agreement or the Notes.

   SECTION 6.11.  LIENS.  There are no Liens on any of the Property of the
Borrower or any Subsidiary, except those which are permitted by Section 8.12
hereof.

   SECTION 6.12.  ERISA.  The Borrower and each Subsidiary are in compliance in
all material respects with the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), to the extent applicable to them and have received no
notice to the contrary from the Pension Benefit Guaranty Corporation ("PBGC") or
any other governmental entity or agency.  As of December 31, 1993 there were no
Unfunded Vested Liabilities of Plans maintained by the Borrower and its
Subsidiaries.  No condition exists or event or transaction has occurred with
respect to any Plan which could reasonably be expected to result in the
incurrence by the Borrower or any Subsidiary of any material liability, fine or
penalty.  Except as disclosed to the Agent in writing, neither the Borrower nor
any Subsidiary has any contingent liability with respect to any post-retirement
benefits under a Welfare Plan, other than liability for continuation coverage
described in Part 6 of Title I of ERISA.









                                      -18-<PAGE>


   SECTION 6.13.  COMPLIANCE WITH ENVIRONMENTAL LAWS.  (a) The business and
operation of the Borrower and its Subsidiaries comply in all respects with all
applicable federal, state, regional, county and local laws, statutes, rules,
regulations and ordinances relating to public health, safety or the environment,
including, without limitation, relating to releases, discharges, emissions or
disposals to air, water, land or groundwater, to the withdrawal or use of
groundwater, to the use, handling or disposal of polychlorinated biphenyls
(PCB's), asbestos or urea formaldehyde, to the treatment, storage, disposal or
management of hazardous substances (including, without limitation, petroleum,
its by-products or derivatives, or other hydrocarbons), to exposure to toxic,
hazardous, or other controlled, prohibited or regulated substances, to the
transportation, storage, disposal, management or release of gaseous or liquid
substances, and any regulation, order, injunction, judgment, declaration, notice
or demand issued thereunder, except to the extent that such noncompliance in the
aggregate would not (i) impair the validity or enforceability of, or materially
impair the ability of the Borrower to perform its obligations under, this
Agreement or the Notes or (ii) result in any material adverse change in the
financial condition or Property, business or operations of the Borrower and the
Consolidated Subsidiaries taken as a whole.

     (b) The Borrower has not given, nor is it obligated to give, nor has it
received, any notice, letter, citation, order, warning, complaint, inquiry,
claim or demand that:  (i) the Borrower has violated, or is about to violate,
any federal, state, regional, county or local environmental, health or safety
statute, law, rule, regulation, ordinance, judgment or order; (ii) there has
been a release, or there is a threat of release (other than, in either case, a
federally permitted release), of hazardous substances (including, without
limitation, petroleum, its by-products or derivatives, or other hydrocarbons)
from the Borrower's property, facilities, equipment or vehicles (whether now or
heretofore owned); (iii) the Borrower may be or is liable, in whole or in part,
for the costs of cleaning up, remediating or responding to a release of
hazardous substances (including, without limitation, petroleum, its by-products
or derivatives, or other hydrocarbons); or (iv) any of the Borrower's property
or assets are subject to a Lien in favor of any governmental entity for any
liability, costs or damages, under any federal, state, regional, county or local
environmental law, rule or regulation arising from, or costs incurred by such
governmental entity in response to, a release of a hazardous substance
(including, without limitation, petroleum, its by-products or derivatives, or
other hydrocarbons), except to the extent that such violation, release,
liability or Lien could not (A) impair the validity or enforceability of, or
materially impair the ability of the Borrower to perform its obligations under,
this Agreement or the Notes or (B) result in any material adverse change in the
financial condition or Property, business or operations of the Borrower and the
Consolidated Subsidiaries taken as a whole, and provided that, in the case of a
Lien, such Lien does not violate Section 8.12 hereof.

SECTION 7.     CONDITIONS PRECEDENT.

     The obligation of each Bank to advance, continue, or convert any Loan
hereunder shall be subject to the following conditions precedent:









                                      -19-<PAGE>


   SECTION 7.1.   INITIAL  BORROWING.  Prior to the advance of the initial
Borrowing hereunder:

         (a)   Agent shall have received for each Bank the favorable written
     opinion of Sidley & Austin, counsel to the Borrower, in substantially the
     form of Exhibit C hereto, and of Edward H. Graham, Vice President and
     General Counsel of the Borrower, in substantially the form of Exhibit D
     hereto, and otherwise in form and substance satisfactory to the Required
     Banks;

         (b)   The Agent shall have received for each Bank certified copies of
     resolutions of the Board of Directors of the Borrower and of a Special
     Committee thereof, together authorizing the execution and delivery of this
     Agreement and the Notes, indicating the authorized signers of this
     Agreement and the Notes and all other documents relating thereto and the
     specimen signatures of such signers; and

         (c)   The Agent shall have received from the Borrower a list of its
     Authorized Representatives.

   SECTION 7.2.   ALL LOANS.  As of the time of the advance, continuation, or
conversion of each Borrowing hereunder (including the initial Borrowing):

         (a)   The Agent shall have received for each Bank the Notes of the
     Borrower and the notice required by Section 1.4 hereof;

         (b)   Each of the representations and warranties of the Borrower set
     forth in Section 6 hereof shall be true and correct as of said time, except
     that any such representation or warranty that expressly relates solely to
     an earlier date need only be true and correct as of such date;

         (c)   The Borrower shall be in full compliance with all of the terms
     and conditions hereof, and no Default or Event of Default shall have
     occurred and be continuing or would occur as a result of the advance,
     continuation, or conversion of such Borrowing;

         (d)   After giving effect to the advance, continuation, or conversion
     of such Borrowing the aggregate amount of all indebtedness for borrowed
     money of the Borrower and its Subsidiaries will not exceed any limit on
     such indebtedness then established by the Board of Directors of the
     Borrower; and

         (e)   After giving effect to the advance, continuation or conversion of
     such Borrowing (i) the Original Dollar Amount of all Loans outstanding
     hereunder shall not exceed the Commitments then in effect and (ii) the














                                      -20-<PAGE>


     Original Dollar Amount of all Loans outstanding from each Bank shall not
     exceed such Bank's Commitment; and

         (f)   Such Borrowing shall not violate any order, judgment or decree of
     any court or other authority or any provision of law or regulation
     applicable to any Bank (including, without limitation, Regulation U of the
     Board of Governors of the Federal Reserve System) as then in effect,
     provided that if any such circumstances affect fewer than all the Banks
     then the unaffected Banks shall not be relieved of their obligations to
     continue or convert their Loans that form part of such Borrowing.

     Each request for a Borrowing hereunder shall be deemed to be a
representation and warranty by the Borrower on the date of such Borrowing as to
the facts specified in paragraphs (b), (c) and (d) of this Section 7.2.  If any
conditions contained in this Section 7.2 are not fulfilled for a Borrowing on
the last day of its Interest Period, notwithstanding Section 2.2 hereof, such
Borrowing shall be due and payable on the last day of its Interest Period.

SECTION 8.     COVENANTS.

     The Borrower agrees that, so long as any Note is outstanding hereunder or
any credit is available to or in use by the Borrower hereunder except to the
extent compliance in any case or cases is waived in writing by the Required
Banks:

   SECTION 8.1.   CORPORATE EXISTENCE.  The Borrower shall, and shall cause each
Subsidiary to, preserve and maintain its corporate existence, subject to the
provisions of Section 8.8 hereof.

   SECTION 8.2.   MAINTENANCE.  The Borrower will maintain, preserve and keep
its plants, properties and equipment necessary to the proper conduct of its
business in reasonably good repair, working order and condition and will from
time to time make all reasonably necessary repairs, renewals, replacements,
additions and betterments thereto so that at all times such plants, properties
and equipment shall be reasonably preserved and maintained, and will cause each
Subsidiary so to do in respect of Property owned or used by it; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the Borrower or a Subsidiary
from discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of the Borrower, desirable in the conduct of
its business or the business of the Subsidiary and not disadvantageous in any
material respect to the Banks or the holders of the Notes.

   SECTION 8.3.   TAXES.  The Borrower will duly pay and discharge, and will
cause each Subsidiary to pay and discharge, all taxes, rates, assessments, fees
and governmental charges upon or against the Borrower or such Subsidiary or
against their respective Properties, in each case before the same becomes
delinquent and before penalties accrue thereon, unless and to the extent that
the same is being contested in good faith and by appropriate proceedings and
adequate reserves are provided therefor.










                                      -21-<PAGE>


   SECTION 8.4.   INSURANCE.  The Borrower will insure, and keep insured, and
will cause each Subsidiary to insure, and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by companies similarly situated and operating like
Property; and to the extent usually insured (subject to self-insured retentions)
by companies similarly situated and conducting similar businesses, the Borrower
will also insure, and cause each Subsidiary to insure, employers' and public and
product liability risks with good and responsible insurance companies.  The
Borrower will upon request of the Agent furnish a summary setting forth the
nature and extent of the insurance maintained pursuant to this Section 8.4.

   SECTION 8.5.   FINANCIAL REPORTS AND OTHER INFORMATION.  The Borrower will,
and will cause each Consolidated Subsidiary to, maintain a standard system of
accounting in accordance with GAAP and will furnish to the Banks and their
respective duly authorized representatives such information respecting the
business and financial condition of the Borrower and the Subsidiaries as may be
reasonably requested; and without any request will furnish to each Bank:

         (a)   within 50 days after the end of each of the first three quarterly
     fiscal periods of the Borrower, a copy of the Borrower's Form 10-Q Report
     filed with the SEC;

         (b)   within 120 days after the end of each fiscal year of the
     Borrower, a copy of the Borrower's Form 10-K Report filed with the SEC,
     including a copy of the annual report of the Borrower and the Consolidated
     Subsidiaries for such year with accompanying financial statements, prepared
     by the Borrower and certified by Ernst & Young or any other independent
     public accountants of recognized national standing selected by the
     Borrower, in accordance with GAAP;

         (c)   promptly after the sending or filing thereof, copies of all proxy
     statements, financial statements and reports which the Borrower sends to
     its shareholders, and copies of all other regular, periodic and special
     reports and all registration statements which the Borrower files with the
     SEC or any successor thereto, or with any national securities exchange; and

         (d)   as promptly as possible, and in any event within one Business Day
     after an Authorized Officer has knowledge thereof, notice of (i) any change
     in the S&P Rating or the Moody's Rating and (ii) any Default or Event of
     Default; and

         (e)   an updated Exhibit B along with the financial statements
     delivered under subsection (a) or (b) above, as applicable, for any
     calendar quarter during which there is a change in any of the facts
     specified in Exhibit B hereto, as then most recently updated.














                                      -22-<PAGE>


         (f)   the Borrower will permit each Bank to visit and inspect, under
     the Borrower's guidance, any of the Properties of such Borrower or any
     Subsidiary, to examine all their books of account and records, to make
     copies and abstracts therefrom, and to discuss the Borrower's and its
     Subsidiaries' respective affairs, finances and accounts with such officers
     or employees as the Borrower may designate for such purpose, all at such
     reasonable times as may be reasonably requested; PROVIDED THAT unless a
     Default or an Event of Default exists, all such inspections shall be at the
     expense of the Bank or Banks making such inspections.

     Each of the financial statements furnished to the Banks pursuant to
subsections (a) and (b) of this Section 8.5 shall be accompanied by a written
certificate signed by the chief financial officer or treasurer of the Borrower
to the effect that (i) to the best of the knowledge and belief of the signer
thereof no Default or Event of Default has occurred during the period covered by
such statements or, if any such Default or Event of Default has occurred during
such period, setting forth a description of such Default or Event of Default and
specifying the action, if any, taken by the Borrower to remedy the same, (ii)
the representations and warranties contained in Section 6 hereof are true and
correct as though made on the date of such certificate, except as otherwise
described, (iii) the Borrower is in compliance with all covenants contained in
Section 8 hereof, and (iv) a compliance certificate in the form of Exhibit E
hereto showing the calculations necessary to determine compliance with Sections
8.6 and 8.7 hereof.  In the event the Borrower is no longer required to file
Form 10Q and 10K Reports with the SEC, the Borrower will nevertheless furnish to
the Banks at the time hereinabove set forth all the financial and other
information that would have comprised such filings.

   SECTION 8.6.   LEVERAGE RATIO.  The Borrower will, as of the last day of each
fiscal quarter of the Borrower, maintain a ratio of Consolidated Indebtedness to
the sum of Consolidated Indebtedness plus Consolidated Net Worth of not more
than 0.55.

   SECTION 8.7.   INTEREST COVERAGE RATIO.  The Borrower will, as of the last
day of each fiscal quarter of the Borrower, maintain the ratio of Consolidated
Income Before Interest and Taxes to Consolidated Interest Expense for the four
most recently completed fiscal quarters ending on such date of not less than 2.5
to 1.0.

   SECTION 8.8.   MERGERS, CONSOLIDATIONS, LEASES, AND SALES.  The Borrower:

         (a)   will not be a party to any merger or consolidation unless the
     Borrower is the surviving corporation;

         (b)   except as permitted in subsection (c) hereof, will not permit any
     Consolidated Subsidiary to be a party to any merger or consolidation unless
     the Consolidated Subsidiary is the surviving corporation and remains a
     Consolidated Subsidiary after the merger or consolidation, except any
     Consolidated Subsidiary may merge into the Borrower or a Wholly-Owned
     Consolidated Subsidiary and except that this subsection (b) shall not
     prohibit any merger where the Consolidated Subsidiary is not the surviving








                                      -23-<PAGE>


     corporation if, after giving effect to such merger, the surviving
     corporation is a Wholly-Owned Consolidated Subsidiary; and

         (c)   except for Permitted Securitizations, will not, and will not
     permit any Consolidated Subsidiary to, sell, assign, lease or otherwise
     transfer to any Person other than the Borrower or one or more Consolidated
     Subsidiaries any Properties (including, without limitation, any capital
     stock of any Consolidated Subsidiary) other than in the ordinary course of
     its business as conducted on the date hereof, unless such sale, assignment,
     lease or transfer is for a consideration not less than the fair market
     value thereof and unless, after giving effect to such sale, assignment,
     lease or transfer, the aggregate proceeds to the Borrower and the
     Consolidated Subsidiaries of all such sales, assignments, leases and
     transfers (other than in the ordinary course of its business as conducted
     on the date hereof) shall not exceed 10% of the Borrower's consolidated
     assets as shown on the Borrower's June 30, 1995 financial statements
     described in Section 6.6 hereof.

   SECTION 8.9.   CHANGE OF CONTROL. If a Change of Control shall occur, the
Borrower will, within 1 Business Day after the Borrower becomes aware of the
occurrence thereof, give the Agent notice thereof and describe in reasonable
detail the facts and circumstances giving rise thereto.

   SECTION 8.10.  ERISA.  The Borrower will promptly pay and discharge all
obligations and liabilities arising under ERISA of a character which if unpaid
or unperformed might result in the imposition of a Lien against any of its
properties or assets and will promptly notify the Agent of (i) the occurrence of
any reportable event (as defined in ERISA) with respect to a Plan, other than
any such event of which the PBGC has waived notice by regulation, (ii) receipt
of any notice from PBGC of its intention to seek termination of any Plan or
appointment of a trustee therefor, (iii) its or any Subsidiary's intention to
terminate or withdraw from any Plan, and (iv) the occurrence of any event with
respect to any Plan which could result in the incurrence by the Borrower or any
Subsidiary of any material liability, fine or penalty, or any material increase
in the contingent liability of the Borrower or any Subsidiary with respect to
any post-retirement Welfare Plan benefit.

   SECTION 8.11.  CONDUCT OF BUSINESS.  The Borrower will not engage in any
business if, as a result, the general nature of the business which would then be
engaged in by the Borrower would be substantially changed from the general
nature of the business engaged in by the Borrower on the date of this Agreement.

   SECTION 8.12.  LIENS.  The Borrower will not nor will it permit any
Subsidiary to create, incur, permit to exist or to be incurred any Lien of any
kind on any Property owned by the Borrower or any Subsidiary; PROVIDED, HOWEVER,
that this Section 8.12 shall not apply to nor operate to prevent:

         (a)   Liens existing as of the date of this Agreement (which in the
     aggregate secure less than U.S. $10,000,000 in indebtedness and other 










                                      -24-<PAGE>


     liabilities and which in the aggregate apply to Property constituting less
     than 5% of the Borrower's consolidated assets);

         (b)   Liens in connection with worker's compensation, unemployment
     insurance, old age benefits, social security obligations, taxes,
     assessments, statutory obligations or other similar charges, good faith
     deposits in connection with tenders, contracts or leases to which the
     Borrower or any Subsidiary is a party (other than contracts for borrowed
     money), or other deposits required to be made in the ordinary course of
     business; PROVIDED that in each case the obligation secured is not overdue
     or, if overdue, is being contested in good faith by appropriate proceedings
     and adequate reserves have been established therefor;

         (c)   mechanics', workmen's, materialmen's, landlords', carriers' or
     other similar Liens arising in the ordinary course of business with respect
     to obligations which are not due or which are being contested in good faith
     by appropriate proceedings and adequate reserves have been established
     therefor;

         (d)   Liens arising out of judgments or awards against the Borrower or
     any Subsidiary with respect to which the Borrower or such Subsidiary shall
     be prosecuting an appeal or proceeding for review and with respect to which
     it shall have obtained a stay of execution pending such appeal or
     proceeding for review; PROVIDED that the aggregate amount of liabilities
     (including interest and penalties, if any) of the Borrower and the
     Subsidiaries secured by such Liens shall not exceed U.S. $25,000,000 at any
     one time outstanding;

         (e)   Liens for property taxes not yet subject to penalties for
     nonpayment, or survey exceptions, encumbrances, mineral or royalty
     reservations, easements or reservations of, or rights of others for, rights
     of way, sewers, electric lines, pipe lines, telegraph and telephone lines
     and other similar purposes, or zoning or other restrictions as to the use
     of its properties, which exceptions, encumbrances, easements, reservations,
     rights and restrictions do not in the aggregate materially detract from the
     value of such properties or materially impair their use in the operation of
     the business of the Borrower and its Subsidiaries;

         (f)   Liens upon any Property acquired by the Borrower or any
     Subsidiary after the date hereof (A) to secure the payment of all or any
     part of the purchase price of such Property upon the acquisition thereof by
     the Borrower or such Subsidiary, or (B) to secure any indebtedness issued,
     assumed or guaranteed by the Borrower or any Subsidiary prior to, at the
     time of, or within 270 days after the acquisition of such Property, which
     indebtedness is issued, assumed or guaranteed for the purpose of financing
     all or any part of the purchase price of such Property, PROVIDED that in
     the case of any such acquisition the Lien shall not apply to any Property
     other than the Property so acquired or purchased;











                                      -25-<PAGE>


         (g)   Liens of or upon any Property existing at the time of acquisition
     thereof by the Borrower or any Subsidiary and not created in contemplation
     of such acquisition;

         (h)   Liens of or upon any Property of a corporation existing at the
     time such corporation is merged with or into or consolidated with the
     Borrower or any Subsidiary or existing at the time of a sale or transfer of
     the properties of a corporation (or division thereof) as an entirety or
     substantially as an entirety to the Borrower or any Subsidiary and not
     created in contemplation of such transaction;

         (i)   Liens to secure indebtedness of any Subsidiary to the Borrower or
     to another Subsidiary;

         (j)   Liens in favor of the United States of America or any State
     thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof, or in
     favor of any other country or political subdivision, to secure partial,
     progress, advance or other payments pursuant to any contract or statute or
     to secure any indebtedness incurred or guaranteed for the purpose of
     financing or refinancing all or any part of the purchase price of the
     Property subject to such Liens, or the cost of constructing or improving
     the Property subject to such mortgages (including, without limitation,
     mortgages incurred in connection with pollution control, industrial revenue
     or similar financings);

         (k)   any extension, renewal or replacement (or successive extensions,
     renewals or replacements) in whole or in part of any Lien referred to in
     the foregoing paragraphs (a) through (j), inclusive, PROVIDED, HOWEVER,
     that the principal amount of indebtedness secured thereby shall not exceed
     the principal amount of indebtedness so secured at the time of such
     extension, renewal or replacement, and that such extension, renewal or
     replacement shall be limited to the Property which was subject to the Lien
     so extended, renewed or replaced; or

         (l)   Liens arising out of any Permitted Securitization.

   SECTION 8.13.  USE OF PROCEEDS; MARGIN  STOCK.  (a) The Borrower shall only
use the proceeds of the Loans for general corporate purposes.

     (b) The Borrower shall not directly or indirectly use the proceeds of any
of the Loans to purchase or carry any Margin Stock, and at no time will Margin
Stock constitute 25% or more of the assets of the Borrower or of the
consolidated assets of the Borrower and the Subsidiaries.

   SECTION 8.14.  COMPLIANCE WITH LAWS.  Without limiting any of the other
covenants of the Borrower in this Section 8, the Borrower will, and will cause
each of its Subsidiaries to, conduct its business, and otherwise be, in
compliance with all applicable laws, regulations, ordinances and orders of any
governmental or judicial authorities, non-compliance with which would (a) in any
material way impair the validity or enforceability or the ability of the








                                      -26-<PAGE>


Borrower to perform its obligations under this Agreement or the Notes or (b)
result in any material adverse change in the financial condition or properties,
business or operations of the Borrower and the Consolidated Subsidiaries taken
as a whole; PROVIDED, HOWEVER, that the Borrower or any Subsidiary shall not be
required to comply with any such law, regulation, ordinance or order if it shall
be contesting such law, regulation, ordinance or order in good faith by
appropriate proceedings and adequate reserves, if appropriate, shall have been
established therefor.

SECTION 9.     EVENTS OF DEFAULT AND REMEDIES.

   SECTION 9.1.   EVENTS  OF  DEFAULT.  Any one or more of the following shall
constitute an Event of Default:

         (a)   (i) default in the payment when due of any principal on any Note
     or any Loan evidenced thereby, whether at the stated maturity thereof or at
     any other time provided in this Agreement; or (ii) default for a period of
     five days in the payment when due of interest on any Note or any Loan
     evidenced thereby or of any other sums required to be paid pursuant to this
     Agreement;

         (b)   default by the Borrower in the observance or performance of any
     covenant set forth in Sections 8.6, 8.7, 8.8, 8.9, 8.11 or 8.13 hereof;

         (c)   default by the Borrower in the observance or performance of any
     other provision hereof not mentioned in (a) or (b) above, which is not
     remedied within 30 days after notice thereof to the Borrower by the Agent
     or any Bank;

         (d)   any representation or warranty made herein by the Borrower, or in
     any statement or certificate furnished pursuant hereto by the Borrower, or
     in connection with any Loan advanced hereunder, proves untrue in any
     material respect as of the date of the issuance or making thereof;

         (e)   the Borrower or any Subsidiary shall fail within thirty (30) days
     to pay, bond or otherwise discharge any judgment or order for the payment
     of money in excess of U.S. $25,000,000, which is not stayed on appeal or
     otherwise being appropriately contested in good faith in a manner that
     stays enforcement thereof;

         (f)   the Borrower or any other member of its Controlled Group shall
     fail to pay when due an amount or amounts aggregating in excess of U.S.
     $10,000,000 which it shall have become liable to pay to the PBGC or to a
     Plan under Title IV of ERISA; or notice of intent to terminate a Plan or
     Plans having aggregate Unfunded Vested Liabilities in excess of U.S.
     $10,000,000 (collectively, a "MATERIAL PLAN") shall be filed under Title IV
     of ERISA by the Borrower or any other member of its Controlled Group, any
     plan administrator or any combination of the foregoing; or the PBGC shall
     institute proceedings under Title IV of ERISA to terminate or to cause a










                                      -27-<PAGE>


     trustee to be appointed to administer any Material Plan or a proceeding
     shall be instituted by a fiduciary of any Material Plan against the
     Borrower or any member of its Controlled Group to enforce Section 515 or
     4219(c)(5) of ERISA and such proceeding shall not have been dismissed
     within thirty (30) days thereafter; or a condition shall exist by reason of
     which the PBGC would be entitled to obtain a decree adjudicating that any
     Material Plan must be terminated;

         (g)   (A) default shall occur in the payment when due of any
     indebtedness for borrowed money issued or assumed by the Borrower or any
     Subsidiary aggregating in excess of U.S. $10,000,000 or the Borrower or any
     Subsidiary shall default in the payment of any guaranty of indebtedness in
     such an amount, or (B) default shall occur under any indenture, agreement
     or other instrument under which any indebtedness for borrowed money of the
     Borrower or any Subsidiary may be issued, assumed or guaranteed, and such
     default shall continue for a period of time sufficient to permit the
     acceleration of the maturity of any such indebtedness for borrowed money of
     the Borrower or any Subsidiary aggregating in excess of U.S. $10,000,000
     (whether or not such maturity is in fact accelerated);

         (h)   any person or group of persons (within the meaning of Section 13
     or 14 of the Securities Exchange Act of 1934, as amended) shall have
     acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
     by the SEC under said Act) of 20% or more in voting power of the
     outstanding Voting Stock of the Borrower (a "CHANGE OF CONTROL");

         (i)   the Borrower or any Material Subsidiary shall (i) have entered
     against it an order for relief under the United States Bankruptcy Code, as
     amended, (ii) not pay, or admit in writing its inability to pay, its debts
     generally as they become due, (iii) make an assignment for the benefit of
     creditors, (iv) apply for, seek, consent to, or acquiesce in, the
     appointment of a receiver, custodian, trustee, examiner, liquidator or
     similar official for it or any substantial part of its property, (v)
     institute any proceeding seeking to have entered against it an order for
     relief under the United States Bankruptcy Code, as amended, to adjudicate
     it insolvent, or seeking dissolution, winding up, liquidation,
     reorganization, arrangement, adjustment or composition of it or its debts
     under any law relating to bankruptcy, insolvency or reorganization or
     relief of debtors or fail to file an answer or other pleading denying the
     material allegations of any such proceeding filed against it, or (vi) fail
     to contest in good faith any appointment or proceeding described in Section
     9.1(j) hereof; or

         (j)   a custodian, receiver, trustee, examiner, liquidator or similar
     official shall be appointed for the Borrower or any Material Subsidiary or
     any substantial part of any of their Property, or a proceeding described in
     Section 9.1(i)(v) shall be instituted against the Borrower, and such
     appointment continues undischarged or such proceeding continues undismissed
     or unstayed for a period of sixty (60) days.










                                      -28-<PAGE>


   SECTION 9.2.   NON-BANKRUPTCY DEFAULTS.  When any Event of Default other than
those described in Sections 9.1(i) or (j) has occurred and is continuing, the
Agent shall, by notice to the Borrower, (a) if so directed by the Required
Banks, terminate the remaining Commitments of the Banks hereunder on the date
stated in such notice (which may be the date thereof); and (b) if so directed by
the Banks holding Notes evidencing more than 66-2/3% of the aggregate principal
amount of all Loans then outstanding, declare the principal of and the accrued
interest on all outstanding Notes of the Borrower to be forthwith due and
payable and thereupon all of said Notes, including both principal and interest,
shall be and become immediately due and payable together with all other amounts
payable under this Agreement without further demand, presentment, protest or
notice of any kind.  The Agent, after giving notice to the Borrower pursuant to
Section 9.1 or this Section 9.2, shall also promptly send a copy of such notice
to the other Banks, but the failure to do so shall not impair or annul the
effect of such notice.

   SECTION 9.3.   BANKRUPTCY DEFAULTS.  When any Event of Default described in
subsections (i) or (j) of Section 9.1 hereof has occurred and is continuing,
then all outstanding Notes shall immediately become due and payable together
with all other amounts payable under this Agreement without presentment, demand,
protest or notice of any kind, and the obligation of the Banks to extend further
credit pursuant to any of the terms hereof shall immediately terminate.

   SECTION 9.4.   EXPENSES.  The Borrower agrees to pay to the Agent and each
Bank, or any other holder of any Note outstanding hereunder, all reasonable
costs and expenses incurred or paid by the Agent and such Bank or any such
holder, including reasonable attorneys  fees and court costs, in connection with
any Default or Event of Default by the Borrower hereunder or in connection with
the enforcement of any of the terms hereof or of the Notes.

SECTION 10.    CHANGE IN CIRCUMSTANCES.

   SECTION 10.1.  CHANGE OF LAW.  Notwithstanding any other provision of this
Agreement or any Note, if at any time after the date hereof any change in
applicable law or regulation or in the interpretation thereof makes it unlawful
for any Bank to make or continue to maintain Eurocurrency Loans in any currency
or to give effect to its obligations as contemplated hereby, such Bank shall
promptly give notice thereof to the Borrower, with a copy to the Agent, and such
Bank's obligations to make or maintain Eurocurrency Loans in such currency under
this Agreement shall terminate until it is no longer unlawful for such Bank to
make or maintain Eurocurrency Loans in such currency.  The Borrower shall prepay
on demand the outstanding principal amount of any such affected Eurocurrency
Loans, together with all interest accrued thereon and all other amounts then due
and payable to such Bank under this Agreement; PROVIDED, HOWEVER, subject to all
of the terms and conditions of this Agreement, the Borrower may instead elect to
convert the principal amount of the affected Eurocurrency Loan if denominated in
U.S. Dollars into a Domestic Rate Loan from such Bank that shall not be
maintained through conversion ratably by the Banks but only by such affected
Bank.










                                      -29-<PAGE>


   SECTION 10.2.  UNAVAILABILITY OF DEPOSITS OR INABILITY TO ASCERTAIN, OR
INADEQUACY OF, LIBOR.  If on or prior to the first day of any Interest Period
for any Borrowing of Eurocurrency Loans:

         (a)   the Agent is advised by the Reference Banks that deposits in U.S.
     Dollars or the applicable Alternative Currency (in the applicable amounts)
     are not being offered to the Reference Banks in the eurocurrency interbank
     market for such Interest Period, or that by reason of circumstances
     affecting the interbank eurocurrency market adequate and reasonable means
     do not exist for ascertaining the applicable LIBOR, or

         (b)   Banks having 25% or more of the aggregate amount of the
     Commitments advise the Agent that (i) LIBOR as determined by the Agent will
     not adequately and fairly reflect the cost to such Banks or Bank of or its
     funding their Eurocurrency Loans or Loan for such Interest Period or (ii)
     that the making or funding of Eurocurrency Loans in the relevant currency
     has become impracticable as a result of an event occurring after the date
     of the Agreement which in the opinion of such Banks or Bank materially
     affects such Loans,

then the Agent shall forthwith give notice thereof to the Borrower and the
Banks, whereupon until the Agent notifies the Borrower that the circumstances
giving rise to such suspension no longer exist, the obligations of the Banks or
of the relevant Bank to make Eurocurrency Loans in the currency so affected
shall be suspended.

   SECTION 10.3.  INCREASED COST AND REDUCED RETURN.  (a) If on or after the
date hereof, the adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency:

         (i)   shall subject any Bank (or its Lending Office) to any tax, duty
     or other charge with respect to its Eurocurrency Loans, its Notes or its
     obligation to make Eurocurrency Loans, or shall change the basis of
     taxation of payments to any Bank (or its Lending Office) of the principal
     of or interest on its Eurocurrency Loans or any other amounts due under
     this Agreement in respect of its Eurocurrency Loans or its obligation to
     make Eurocurrency Loans (except for taxes imposed on or measured by the
     overall net income of such Bank or its Lending Office imposed by the
     jurisdiction in which such Bank's principal executive office or Lending
     Office is located); or

         (ii)  shall impose, modify or deem applicable any reserve, special
     deposit or similar requirement (including, without limitation, any such
     requirement imposed by the Board of Governors of the Federal Reserve
     System, but excluding with respect to any Eurocurrency Loans any such
     requirement included in an applicable Eurocurrency Reserve Percentage)
     against assets of, deposits with or for the account of, or credit extended








                                      -30-<PAGE>


     by, any Bank (or its Lending Office) or shall impose on any Bank (or its
     Lending Office) or on the interbank market any other condition affecting
     its Eurocurrency Loans, its Notes or its obligation to make Eurocurrency
     Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Eurocurrency Loan, or to reduce
the amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Notes with respect thereto, by an
amount deemed by such Bank to be material, then, within fifteen (15) days after
demand by such Bank (with a copy to the Agent), the Borrower shall be obligated
to pay to such Bank such additional amount or amounts as will compensate such
Bank for such increased cost or reduction.

     (b) If after the date hereof, any Bank shall have determined that the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein (including, without limitation, the adoption of any
risk-based capital guidelines, or any revisions thereof, currently proposed by
banking regulators), or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's capital, or on the capital of any corporation controlling such
Bank, as a consequence of its obligations hereunder to a level below that which
such Bank could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's policies with respect to capital
adequacy) by an amount deemed by such Bank to be material, then from time to
time, within fifteen (15) days after demand by such Bank (with a copy to the
Agent), the Borrower shall pay to such Bank such additional amount or amounts as
will compensate such Bank for such reduction.

     (c) Each Bank that suspends its obligation to advance or maintain
Eurocurrency Loans Under Section 10.1 hereof, determines to seek compensation
under this Section 10.3, or becomes entitled to receive additional amounts under
Section 12.1(c) hereof shall notify the Borrower and the Agent of the
circumstances that entitle the Bank to such right pursuant to any of such
Sections and will designate a different Lending Office if such designation will
avoid such situation or, in the case of Sections 10.3 and 12.1, reduce the
amount of compensation payable thereunder, and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank.  A certificate of any Bank
claiming compensation under this Section 10.3 and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive if reasonably
determined.  In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

   SECTION 10.4.  LENDING OFFICES.  Each Bank may, at its option, elect to make
its Loans hereunder at the branch, office or affiliate specified on the
appropriate signature page hereof (each a "LENDING OFFICE") for each type of
Loan available hereunder or at such other of its branches, offices or affiliates
or an international banking facility created by such Bank to make such Loan as







                                      -31-<PAGE>


it may from time to time elect and designate in a notice to the Borrower and the
Agent; PROVIDED, HOWEVER, that in such event such Loan shall be deemed to have
been made by such Bank from its relevant Lending Office for such Loans, and the
obligation of the Borrower to repay such Loan shall nevertheless be to such Bank
and shall be deemed to be held by such Bank, to the extent of such Loan, for the
account of such branch, office, affiliate or international banking facility.

   SECTION 10.5.  DISCRETION OF BANK AS TO MANNER OF FUNDING.  Notwithstanding
any other provision of this Agreement, each Bank shall be entitled to fund and
maintain its funding of all or any part of its Loans in any manner it sees fit,
it being understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if each Bank had actually funded and
maintained each Eurocurrency Loan through the purchase of deposits in the
eurocurrency interbank market having a maturity corresponding to such Loan's
Interest Period and bearing an interest rate equal to LIBOR for such Interest
Period.

   SECTION 10.6.  SUBSTITUTION OF BANK.  If (a) any Bank has demanded
compensation or given notice of its intention to demand compensation under
Section 10.3 or (b) the Borrower is required to pay any additional amount to any
Bank pursuant to Section 12.1, and in any such case the Required Banks are not
in the same situation, the Borrower shall have the right, with the assistance of
the Agent if desired, to seek a substitute bank or banks reasonably satisfactory
to the Agent (which may be one or more of the Banks) to replace such Bank under
this Agreement.  The Bank to be so replaced shall cooperate with the Borrower
and substitute bank to accomplish such substitution on the terms of Section
12.12 hereof, provided that such Bank's entire Commitment is replaced, and the
U.S. $2,500 fee payable under Section 12.12 shall not be payable in connection
with any such assignment required under this Section 10.6.

SECTION 11.    THE AGENT.

   SECTION 11.1.  APPOINTMENT AND AUTHORIZATION.  Each Bank hereby irrevocably
appoints Bank of Montreal its Agent under this Agreement and hereby authorizes
the Agent to take such action as Agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto.

   SECTION 11.2.  AGENT AND AFFILIATES.  The Agent shall have the same rights
and powers under this Agreement as any other Bank and may exercise or refrain
from exercising the same as though it were not the Agent, and each Agent and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Agent hereunder.  The term Bank as used herein,
unless the context otherwise clearly requires, includes the Agent in its
individual capacity as a Bank.  References in Section 1 hereof to the Agent's
Loans, or to the amount owing to the Agent for which an interest rate is being
determined, refer to the Agent in its individual capacity as a Bank.











                                      -32-<PAGE>


   SECTION 11.3.  ACTION BY AGENT.  Except for action expressly required of the
Agent hereunder, the Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless the Agent shall be indemnified to its
reasonable satisfaction by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.  In all cases in which this Agreement does not require the Agent to take
certain actions, the Agent shall be fully justified in using their discretion in
failing to take or in taking any action hereunder.  Without limiting the
generality of the foregoing, the Agent shall not be required to take any action
with respect to any Event of Default, except as expressly provided in Section
9.2.  The Agent shall not be deemed to have knowledge of any Default or Event of
Default until it receives written notice thereof from the Borrower or a Bank
specifically identified as a "NOTICE OF DEFAULT."  The Agent shall be acting as
an independent contractor hereunder and nothing herein shall be deemed to impose
on the Agent any fiduciary obligations to the Banks or the Borrower.

   SECTION 11.4.  CONSULTATION WITH EXPERTS.  The Agent may consult with legal
counsel, independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

   SECTION 11.5.  LIABILITY OF AGENT.  Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
not taken by it in connection herewith (i) with the consent or at the request of
the Required Banks or (ii) in the absence of its own gross negligence or willful
misconduct.  Neither the Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction of
any condition specified in Section 7, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in
connection herewith.  The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, request or statement, (whether
written or oral) or other documents believed by it to be genuine or to be signed
by the proper party or parties and, in the case of legal matters, in relying on
the advice of counsel (including counsel for the Borrower).  The Agent may treat
the Banks that are named herein as the holders of the Notes and the indebtedness
contemplated herein unless and until the Agent receive notice of the assignment
of the Note and the indebtedness held by a Bank hereunder pursuant to an
assignment contemplated by Section 12.12 hereof.

   SECTION 11.6.  INDEMNIFICATION.  Each Bank shall, ratably in accordance with
its Commitments (or, if the Commitments have been terminated in whole, ratably
in accordance with its outstanding Loans), indemnify the Agent, its directors,
officers, and employees (to the extent not reimbursed by the Borrower) against
any cost, expense (including counsels' fees and disbursements), claim, demand,
action, loss, obligation, damages, penalties, judgments, suits or liability
(except such as result from the Agent's gross negligence or willful misconduct)
that any of them may suffer or incur in connection with this Agreement or any
action taken or omitted by any of them hereunder.







                                      -33-<PAGE>


   SECTION 11.7.  CREDIT DECISION.  Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.  Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

   SECTION 11.8.  RESIGNATION OF AGENT AND SUCCESSOR AGENT.  Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent may
resign at any time by giving written notice thereof to the Banks and the
Borrower, and the Required Banks may remove the Agent, with the consent of the
Borrower, at any time.  Upon any such resignation or removal of the Agent, the
Required Banks shall have the right to appoint, with the consent of the
Borrower, a successor Agent.  If no successor Agent shall have been so appointed
by the Required Banks, and shall have accepted such appointment, within thirty
(30) days after the retiring Agent's giving of notice of resignation or
receiving notice of its removal, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least U.S. $200,000,000.  Upon the
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder.  After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Section 11
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent.

   SECTION 11.9.  PAYMENTS.  Unless the Agent shall have been notified by a Bank
prior to the date on which such Bank is scheduled to make payment to the Agent
of the proceeds of a Loan (which notice shall be effective upon receipt) that
such Bank does not intend to make such payment, the Agent may assume that such
Bank has made such payment when due and the Agent may in reliance upon such
assumption (but shall not be required to) make available to the Borrower the
proceeds of the Loan to be made by such Bank and, if any Bank has not in fact
made such payment to the Agent, such Bank shall, on demand, pay to the Agent the
amount made available to the Borrower attributable to such Bank together with
interest thereon in respect of each day during the period commencing on the date
such amount was made available to the Borrower and ending on (but excluding) the
date such Bank pays such amount to the Agent at a rate per annum equal to the
Federal Funds Rate.  If such amount is not received from such Bank by the Agent
immediately upon demand, the Borrower will, on demand, repay to the Agent the
proceeds of the Loan attributable to such Bank with interest thereon at a rate
per annum equal to the interest rate applicable to the relevant Loan, but
without such payment being considered a payment or prepayment of a Loan, so that
the Borrower will have no liability under Section 2.7 hereof with respect to
such payment.  "FEDERAL FUNDS RATE" shall mean the rate described in clause (x)
of Section 1.2(a)(ii) hereof.









                                      -34-<PAGE>


   SECTION 11.10. CO-AGENT.  Nothing in this Agreement shall impose any
obligations on Royal Bank of Canada in its capacity as Co-Agent hereunder.

SECTION 12.    MISCELLANEOUS.

   SECTION 12.1.  WITHHOLDING TAXES.

     (a) U.S. WITHHOLDING TAX EXEMPTIONS.  Each Bank that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Agent on or before the date the initial Borrowing
is made hereunder, two duly completed and signed copies of either Form 1001
(relating to such Bank and entitling it to a complete exemption from withholding
on all amounts to be received by such Bank, including fees, pursuant to this
Agreement and the Loans) or Form 4224 (relating to all amounts to be received by
such Bank, including fees, pursuant to this Agreement and the Loans) of the
United States Internal Revenue Service.  Thereafter and from time to time, each
such Bank shall submit to the Borrower and the Agent such additional duly
completed and signed copies of one or the other of such Forms (or such successor
forms as shall be adopted from time to time by the relevant United States taxing
authorities) as may be (i) notified by the Borrower or Agent to such Bank and
(ii) required under then-current United States law or regulations to avoid or
reduce United States withholding taxes on payments in respect of all amounts to
be received by such Bank, including fees, pursuant to this Agreement or the
Loans.  Upon the request of the Borrower or Agent, each Bank that is a United
States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower a certificate to the effect that it is such a United
States person.

     (b) INABILITY OF BANK TO SUBMIT FORMS.  If any Bank determines, as a
result of any change in applicable law, regulation or treaty, or in any official
application or interpretation thereof, that it is unable to submit to the
Borrower any form or certificate that such Bank is obligated to submit pursuant
to subsection (a) of this Section 12.1, or that such Bank is required to
withdraw or cancel any such form or certificate previously submitted or any such
form or certificate otherwise become ineffective or inaccurate, such Bank shall
promptly notify the Borrower and Agent of such fact and the Bank shall to that
extent not be obligated to provide any such form or certificate and will be
entitled to withdraw or cancel any affected form or certificate, as applicable.

     (c) PAYMENT OF ADDITIONAL AMOUNTS.  If, as a result of any change in
applicable law, regulation or treaty, or in any official application or
interpretation thereof, the Borrower is required by law or regulation to make
any deduction, withholding or backup withholding of any taxes, levies, imposts,
duties, fees, liabilities or similar charges of the United States of America,
any possession or territory of the United States of America (including the
Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the
United States of America ("U.S. TAXES") from any payments to a Bank in respect
of Loans then or thereafter outstanding, or other amounts owing hereunder, the
amount payable by the Borrower will be increased to the amount which, after
deduction from such increased amount of all U.S. Taxes required to be withheld
or deducted therefrom, will yield the amount required under this Agreement to be
payable with respect thereto; provided that the Borrower shall not be required







                                      -35-<PAGE>


to pay any additional amount pursuant to this subsection (c) to any Bank that
(i) is not, on the date this Agreement is executed by such Bank, either (x)
entitled to submit Form 1001 relating to such Bank and entitling it to a
complete or partial exemption from withholding on all amounts to be received by
such Bank, including fees, pursuant to this Agreement and the Loans (and in the
case of a Bank that on such date is only entitled to present a Form 1001
entitling it to a partial exemption from such withholding the Borrower shall in
no event be required to make any such additional payment beyond the value of the
partial exemption to which such Bank was originally entitled) or Form 4224
relating to all amounts to be received by such Bank, including fees, pursuant to
this Agreement and the Loans or (y) a U.S. person (as such term is defined in
Section 7701(a)(30) of the Code), or (ii) has failed to submit any form or
certificate that it was required to file pursuant to subsection (a) of this
Section 12.1 and entitled to file under applicable law, or (iii) is no longer
entitled to submit Form 1001 or Form 4224 as a result of any change in
circumstances other than a change in applicable law, regulation or treaty or in
any official application or interpretation thereof.  Within 30 days after the
Borrower's payment of any such U.S. Taxes, the Borrower shall deliver to the
Agent, for the account of the relevant Bank(s), originals or certified copies of
official tax receipts evidencing such payment.  The obligations of the Borrower
under this subsection (c) shall survive the payment in full of the Loans and the
termination of the Commitments.

   SECTION 12.2.  NO WAIVER OF RIGHTS.  No delay or failure on the part of any
Bank or on the part of the holder or holders of any Note in the exercise of any
power or right shall operate as a waiver thereof, nor as an acquiescence in any
default, nor shall any single or partial exercise thereof preclude any other or
further exercise of any other power or right, and the rights and remedies
hereunder of the Banks and of the holder or holders of any Notes are cumulative
to, and not exclusive of, any rights or remedies which any of them would
otherwise have.

   SECTION 12.3.  NON-BUSINESS DAY.  If any payment of principal or interest on
any Loan or of any fee hereunder shall fall due on a day which is not a Business
Day, interest at the rate such Loan bears for the period prior to maturity or at
the rate such fee accrues shall continue to accrue from the stated due date
thereof to and including the next succeeding Business Day, on which the same
shall be payable.

   SECTION 12.4.  DOCUMENTARY TAXES.  The Borrower agrees that it will pay any
documentary, stamp or similar taxes payable in respect to this Agreement or any
Note, including interest and penalties, in the event any such taxes are assessed
irrespective of when such assessment is made and whether or not any credit is
then in use or available hereunder.

   SECTION 12.5.  SURVIVAL OF REPRESENTATIONS.  All representations and
warranties made herein or in certificates given pursuant hereto shall survive
the execution and delivery of this Agreement and of the Notes, and shall
continue in full force and effect with respect to the date as of which they were
made as long as any credit is in use or available hereunder.

   SECTION 12.6.  SURVIVAL OF INDEMNITIES.  All indemnities and all other
provisions relative to reimbursement to the Banks of amounts sufficient to






                                      -36-<PAGE>


protect the yield of the Banks with respect to the Loans, including, but not
limited to, Section 2.7 and Section 10.3 hereof, shall survive the termination
of this Agreement and the payment of the Loans and the Notes.

   SECTION 12.7.  SHARING OF SET-OFF.  Each Bank agrees with each other Bank a
party hereto that if on or after the date of the occurrence of an Event of
Default and the acceleration of the maturity of the Notes pursuant to Section
9.2 or 9.3 hereof such Bank shall receive and retain any payment, whether by
set-off or application of deposit balances or otherwise ("SET-OFF"), on any of
its Loans outstanding under this Agreement in excess of its ratable share of
payments on all Loans then outstanding to the Banks, then such Bank shall
purchase for cash at face value, but without recourse, ratably from each of the
other Banks such amount of the Loans held by each such other Bank (or interest
therein) as shall be necessary to cause such Bank to share such excess payment
ratably with all the other Banks; PROVIDED, HOWEVER, that if any such purchase
is made by any Bank, and if such excess payment or part thereof is thereafter
recovered from such purchasing Bank, the related purchases from the other Banks
shall be rescinded ratably and the purchase price restored as to the portion of
such excess payment so recovered, but without interest.  Each Bank's ratable
share of any such Set-off shall be determined by the proportion that the
aggregate amount of Loans then due and payable to such Bank bears to the total
aggregate amount of the Loans then due and payable to all the Banks.

   SECTION 12.8.  NOTICES.  Except as otherwise specified herein, all notices
hereunder shall be in writing (including cable, telecopy or telex) and shall be
given to the relevant party at its address, telecopier number or telex number
set forth below, in the case of the Borrower, or on the appropriate signature
page hereof, in the case of the Banks and the Agent, or such other address,
telecopier number or telex number as such party may hereafter specify by notice
to the Agent and the Borrower, given by United States certified or registered
mail, by telecopy or by other telecommunication device capable of creating a
written record of such notice and its receipt.  Notices hereunder to the
Borrower shall be addressed to:

                             Maytag Corporation
                             403 West 4th Street, North
                             Newton, Iowa 50208
                             Attention:  David D. Urbani
                             Vice President and Treasurer
                             Telephone:  (515) 791-8955
                             Telecopy:  (515) 791-8115

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by telex, when such telex is transmitted to the
telex number specified in this Section and the answerback is received by sender,
(iii) if given by mail, five (5) days after such communication is deposited in
the mail, certified or registered with return receipt requested, addressed as
aforesaid or (iv) if given by any other means, when delivered at the addresses









                                      -37-<PAGE>


specified in this Section; PROVIDED THAT any notice given pursuant to Section 1
hereof shall be effective only upon receipt.

   SECTION 12.9.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, and by the different parties on different counterparts, each of
which when executed shall be deemed an original but all such counterparts taken
together shall constitute one and the same instrument.

   SECTION 12.10. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
the Borrower and its successors and assigns, and shall inure to the benefit of
each of the Banks and the benefit of their respective successors and assigns,
including any subsequent holder of any Note.  The Borrower may not assign any of
its rights or obligations hereunder without the written consent of all of the
Banks.

   SECTION 12.11. PARTICIPANTS AND NOTE ASSIGNEES.  Each Bank shall have the
right at its own cost to grant participations (to be evidenced by one or more
agreements or certificates of participation) in the Loans made, and/or
Commitments held, by such Bank at any time and from time to time, and to assign
its rights under such Loans or the Notes evidencing such Loans to one or more
other financial institutions; PROVIDED THAT no such participation or assignment
shall relieve any Bank of any of its obligations under this Agreement, and
provided further that no such assignee or participant shall have any rights
under this Agreement except as provided in this Section 12.11, and the Agent
shall have no obligation or responsibility to such participant or assignee,
except that nothing herein provided is intended to affect the rights of an
assignee of a Note to enforce the Note assigned.  Any party to which such a
participation or assignment has been granted shall have the benefits of Section
2.7 and Section 10.3 hereof but shall not be entitled to receive any greater
payment under either such Section than the Bank granting such participation or
assignment would have been entitled to receive with respect to the rights
transferred.  Any agreement pursuant to which any Bank may grant such a
participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Borrower hereunder
including, without limitation, the right to approve any amendment, modification
or wavier of any provision of this Agreement; PROVIDED that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement that would (A) increase any Commitment of
such Bank if such increase would also increase the participant's obligations,
(B) forgive any amount of or postpone the date for payment of any principal of
or interest on any Loan or of any fee payable hereunder in which such
participant has an interest or (C) reduce the stated rate at which interest or
fees accrue or other amounts payable hereunder in which such participant has an
interest.

   SECTION 12.12. ASSIGNMENT OF COMMITMENTS BY BANKS.  Each Bank shall have the
right at any time, with the prior consent of the Borrower and Agent, to sell,
assign, transfer or negotiate all or any part of its Commitment to one or more
commercial banks or other financial institutions.  Upon any such assignment, its
notification to the Agent, and the payment of a U.S. $2,500 recordation and
administration fee to the Agent (which fee shall in no event be the obligation
of the Borrower), the assignee shall become a Bank hereunder, all Loans and the
Commitment it thereby holds shall be governed by all the terms and conditions






                                      -38-<PAGE>


hereof, and the Bank granting such assignment shall have its Commitment and its
obligations and rights in connection therewith, reduced by the amount of such
assignment.

   SECTION 12.13. AMENDMENTS.  Any provision of this Agreement or the Notes may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed by (a) the Borrower, (b) the Required Banks, and (c) if the rights or
duties of the Agent are affected thereby, the Agent; PROVIDED THAT:

         (i)   no amendment or waiver pursuant to this Section shall (A)
     increase any Commitment of any Bank without the consent of such Bank or (B)
     forgive any amount of or postpone the date for payment of any principal of
     or interest on any Loan or of any fee payable hereunder or reduce the
     stated rate at which interest or fees accrue hereunder without the consent
     of the Bank to which such payment is owing or which has committed to make
     such Loan hereunder; and

         (ii)  no amendment or waiver pursuant to this Section shall, unless
     signed by each Bank, change the provisions of this Section, the definition
     of Required Banks or Termination Date, or any condition precedent set forth
     in Section 7 hereof or the provisions of Sections 9.1.(i), 9.1.(j) or 9.3,
     or affect the number of Banks required to take any action hereunder.

   SECTION 12.14. LEGAL FEES AND INDEMNIFICATION.  The Borrower agrees to pay
the reasonable fees and disbursements of Chapman and Cutler, counsel to the
Agent, in connection with the preparation and execution of this Agreement, and
any amendment, waiver or consent related hereto, whether or not the transactions
contemplated herein are consummated.  The Borrower further agrees to indemnify
each Bank, its directors, officers and employees against all losses, claims,
damages, penalties, judgments, liabilities and expenses (including, without
limitation, all expenses of litigation or preparation therefor whether or not
any Bank is a party thereto) which any of them may pay or incur arising out of
or relating to this Agreement, any Note, the transactions contemplated hereby or
the direct or indirect application or proposed application of the proceeds of
any Loan hereunder, other than (i) those which arise from the gross negligence
or willful misconduct of the party claiming indemnification or (ii) those
covered by another explicit provision hereof or required to be paid by a Bank or
Banks hereunder.  The obligations of the Borrower under this Section shall
survive the termination of this Agreement.

   SECTION 12.15. CURRENCY.  Each reference in this Agreement to U.S. Dollars or
to an Alternative Currency (the "RELEVANT CURRENCY") is of the essence.  To the
fullest extent permitted by law, the obligation of the Borrower in respect of
any amount due in the relevant currency under this Agreement shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
relevant currency that the Bank entitled to receive such payment may, in
accordance with normal banking procedures, purchase with the sum paid in such
other currency (after any premium and costs of exchange) on the Business Day
immediately following the day on which such party receives such payment.  If the
amount in the relevant currency that may be so purchased for any reason falls








                                      -39-<PAGE>


short of the amount originally due, the Borrower shall pay such additional
amounts, in the relevant currency, as may be necessary to compensate for the
shortfall.  Any obligations of the Borrower not discharged by such payment
shall, to the fullest extent permitted by applicable law, be due as a separate
and independent obligation and, until discharged as provided herein, shall
continue in full force and effect.

   SECTION 12.16. CURRENCY EQUIVALENCE.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from the Borrower
hereunder or under the Notes in the currency expressed to be payable herein or
under the Notes (the "SPECIFIED CURRENCY") into another currency, the parties
agree that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Agent could purchase the specified currency with
such other currency on the Business Day preceding that on which final judgment
is given.  The obligation of the Borrower in respect of any such sum due to any
Bank or the Agent hereunder or under any Note shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Bank or the Agent,
as applicable, may in accordance with normal banking procedures purchase the
specified currency with such other currency.  If the amount of the specified
currency so purchased is less than the sum originally due to such Bank or the
Agent in the specified currency, the Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify such Bank and the Agent
against such loss, and if the amount of the specified currency so purchased
exceeds the sum of (a) the amount originally due to the applicable Bank or the
Agent in the specified currency plus (b) any amounts shared with other Banks as
a result of allocations of such excess as a disproportionate payment to such
Bank under Section 12.7 hereof, such Bank or the Agent, as the case may be,
agrees to remit such excess to the Borrower.

   SECTION 12.17. GOVERNING LAW.  This Agreement and the Notes, and the rights
and duties of the parties hereto, shall be construed and determined in
accordance with the laws of the State of Illinois, without regard to conflicts
of law doctrine.

   SECTION 12.18. TERMINATION OF EXISTING CREDIT AGREEMENT.  The Borrower and
each of the Banks hereunder that is a party to the Credit Agreement dated as of
July 14, 1994 with a scheduled "TERMINATION DATE" of July 13, 1998 (the
"EXISTING CREDIT AGREEMENT") among Maytag Corporation, the Banks party thereto,
Bank of Montreal, Chicago Branch, as Agent, and Royal Bank of Canada, as
Co-Agent, consents to the termination of the "COMMITMENTS" thereunder effective
on the date the conditions set forth in Section 7.1 hereof are fulfilled,
notwithstanding the notice requirements for such termination set forth in
Section 3.6 of the Existing Credit Agreement.  Because such Banks hereunder
constitute the "REQUIRED BANKS" under the Existing Credit Agreement, the
Existing Credit Agreement shall terminate and all amounts payable thereunder,
including accrued and unpaid facility fees payable under Section 4.1 thereof,
shall be payable, and the facility fee payable under Section 3.1 hereof shall
begin to accrue, on the date this Agreement has been executed by all the parties
hereto and the conditions set forth in Section 7.1 hereof have been fulfilled.

   SECTION 12.19. HEADINGS.  Section headings used in this Agreement are for
reference only and shall not affect the construction of this Agreement.






                                      -40-<PAGE>


   SECTION 12.20. ENTIRE AGREEMENT.  This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof
and any prior or contemporaneous agreements, whether written or oral, with
respect thereto are superseded hereby.























































                                      -41-<PAGE>


   Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall be a contract between us for the purposes hereinabove set forth.

   Dated as of July 28, 1995.

                                         MAYTAG CORPORATION

                                         By  s/s David Urbani
                                           David D. Urbani,
                                           Vice President and Treasurer

















































                                      -42-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

115 S. LaSalle Street                 BANK OF MONTREAL, CHICAGO BRANCH, 
Chicago, Illinois 60603                in its individual capacity as a Bank and
Telecopy:  (312) 750-6057              as Agent
Telephone:  (312) 750-3737
Attention:  Lisa S. Donoghue, Director
Commitment:  $60,000,000
                                         By  s/s Jonathan D. Hook
                                         Name  Jonathan D. Hook
                                         Title  Director


Lending Offices:

   Domestic Rate Loans:                  115 South LaSalle Street
                                         Chicago, Illinois 60603

   Eurocurrency Loans:                   115 South LaSalle Street
                                         Chicago, Illinois 60603





































                                      -43-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

One North Franklin                    ROYAL BANK OF CANADA, in its
Suite 700                              individual capacity as a Bank and as
Chicago, IL 60606                      Co-Agent
Telecopy:  (312) 551-0805
Telephone:  (312) 551-1615
Attention:  Molly Drennan, Manager Corporate
             Banking
Commitment:  $50,000,000
                                       By  s/s Molly Drennan
                                       Name  Molly Drennan
                                       Title  Manager, Corporate Banking

Lending Offices:
   Domestic Rate Loans:                Royal Bank of Canada, New York Branch
                                       Financial Square
                                       New York, New York 10005-3531


   Eurocurrency Loans:                 Royal Bank of Canada, New York Branch
                                       Financial Square
                                       New York, New York 10005-3531


































                                      -44-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

611 Woodward                          NBD BANK
Detroit, MI 48226
Telecopy:  (313) 225-2649
Telephone:  (313) 225-2557
Attention:  Thomas A. Levasseur, Vice President
Commitment:  $40,000,000
                                      By  s/s Thomas A. Levasseur
                                      Name  Thomas A. Levasseur
                                      Title  Vice President

Lending Offices:
   Domestic Rate Loans:               611 Woodward
                                      Detroit, MI 48226

   Eurocurrency Loans:                611 Woodward
                                      Detroit, MI 48226







































                                      -45-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

127 Public Square                     SOCIETY NATIONAL BANK
Cleveland, Ohio 44114
Telecopy:  (216) 689-4981
Telephone:  (216) 689-3176
Attention:  Janice M. Cook, Vice President
Commitment:  $40,000,000
                                      By  s/s Marianne Meil
                                      Name  Marianne T. Meil
                                      Title  Assistant Vice President

Lending Offices:

   Domestic Rate Loans:               127 Public Square
                                      Cleveland, Ohio 44114

   Eurocurrency Loans:                127 Public Square
                                      Cleveland, Ohio 44114






































                                      -46-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

One First National Plaza              THE FIRST NATIONAL BANK
Suite 0088-14                          OF CHICAGO
Chicago, Illinois 60670
Telecopy:  (312) 732-5161
Telephone:  (312) 732-4244
Attention:  Susan L. Comstock, Vice President
Commitment:  $40,000,000
                                      By  s/s M. Elizabeth Gonzalez
                                      Name  M. Elizabeth Gonzalez
                                      Title  Assistant Vice President


Lending Offices:
   Domestic Rate Loans:               One First National Plaza
                                      Suite 0088-14
                                      Chicago, Illinois 60670

   Eurocurrency Loans:                One First National Plaza
                                      Suite 0088-14
                                      Chicago, Illinois 60670



































                                      -47-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

233 South Wacker Drive                THE SUMITOMO BANK, LIMITED,
Suite 4800                             CHICAGO BRANCH
Chicago, Illinois 60606
Telecopy:  (312) 876-6436
Telephone:  (312) 876-6452
Attention:  Stephen Flaherty, Assistant
             Vice President
Commitment:  $40,000,000
                                      By  s/s H. Iwami
                                      Name  Hiroyuki Iwami
                                      Title  Joint General Manager             


Lending Offices:

   Domestic Rate Loans:               233 South Wacker Drive
                                      Suite 4800
                                      Chicago, Illinois 60606

   Eurocurrency Loans:                233 South Wacker Drive
                                      Suite 4800
                                      Chicago, Illinois 60606

































                                      -48-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

225 West Wacker Drive                 THE FUJI BANK, LIMITED
Suite 2000
Chicago, Illinois 60606
Telecopy:  (312) 621-0539
Telephone:  (312) 621-9484
Attention:  Stephen P. Peca, Vice President
             and Assistant Manager
Commitment:  $40,000,000
                                      By  s/s Peter L. Chinnici
                                      Name  Peter L. Chinnici
                                      Title  Joint General Manager


Lending Offices:

   Domestic Rate Loans:               225 West Wacker Drive
                                      Chicago, Illinois 60606

   Eurocurrency Loans:                225 West Wacker Drive
                                      Chicago, Illinois 60606



































                                      -49-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

500 W. Madison Street                 PNC BANK, NATIONAL ASSOCIATION
Suite 3140
Chicago, IL 60661
Telecopy:  (312) 906-3420
Telephone:  (312) 906-3425
Attention:  Jon Otterberg, Commercial
             Banking Officer
Commitment:  $40,000,000
                                      By  s/s Jon C. Otterberg
                                      Name  Jon C. Otterberg
                                      Title  Commercial Banking Officer

Lending Offices:

   Domestic Rate Loans:               5th Avenue and Wood Street
                                      Pittsburgh, PA 15222

   Eurocurrency Loans:                5th Avenue and Wood Street
                                      Pittsburgh, PA 15222




































                                      -50-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:
31 West 52nd Street                   TORONTO DOMINION (TEXAS), INC.
New York, New York 10019
Telecopy:  (212) 262-1926
Telephone:  (212) 468-0559
Attention:  Horace Zona III, Director
             Corporate Finance
Commitment:  $25,000,000
                                      By  s/s Diane Bailey
                                      Name  Diane Bailey
                                      Title  Vice President

Lending Offices:

   Domestic Rate Loans:               c/o The Toronto-Dominion Bank
                                      909 Fannin, Suite 1700
                                      Houston, Texas 77010

   Eurocurrency Loans:                c/o The Toronto-Dominion Bank
                                      909 Fannin, Suite 1700
                                      Houston, Texas 77010




































                                      -51-<PAGE>


   Accepted and Agreed to as of the day and year last above written.

Address and Amount of Commitment:

1211 Avenue of the Americas           WESTDEUTSCHE LANDESBANK
New York, New York 10036               GIROZENTRALE, NEW YORK AND
Telecopy:  (212) 852-6300              CAYMAN ISLANDS BRANCHES
Telephone:  (212) 852-6000
Attention:  Mr. Craig D. Rockey
Commitment:  $25,000,000
                                      By  s/s Michael F. McWalters
                                      Name  Michael F. McWalters
                                      Title  Managing Director

                                      By  s/s C. D. Rockey
                                      Name  C. D. Rockey
                                      Title  Associate


Lending Offices:

   Domestic Rate Loans:               1211 Avenue of the Americas
                                      New York, New York 10036

   Eurocurrency Loans:                1211 Avenue of the Americas
                                      New York, New York 10036


With a copy to:

Westdeutsche Landesbank
Chicago Representative Office
181 West Madison Street
Chicago, Illinois 60602
Attention:  Mr. Mark R. Worley
Telecopy:  (312) 553-1609
Telephone:  (312) 553-1600



















                                       -52-<PAGE>


                                    EXHIBIT A

                                      NOTE

                                                     ________________, 19___

   FOR VALUE RECEIVED, the undersigned, Maytag Corporation, a Delaware
corporation  (the "BORROWER"), promises to pay to the order of
________________________________ (the "BANK") on the Termination Date of the
hereinafter defined Credit Agreement, at the principal office of Bank of
Montreal, Chicago Branch, in Chicago, Illinois, (or in the case of Eurocurrency
Loans denominated in an Alternative Currency, at such office as the Agent has
previously notified the Borrower) in the currency of such Loan in accordance
with Section 4.1 of the Credit Agreement, the aggregate unpaid principal amount
of all Loans made by the Bank to the Borrower pursuant to the Credit Agreement,
together with interest on the principal amount of each Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on the dates,
specified in the Credit Agreement.

   The Bank shall record on its books or records or on a schedule attached to
this Note, which is a part hereof, each Loan made by it pursuant to the Credit
Agreement, together with all payments of principal and interest and the
principal balances from time to time outstanding hereon, whether the Loan is a
Domestic Rate Loan or a Eurocurrency Loan, the currency thereof and the interest
rate and Interest Period applicable thereto, provided that prior to the transfer
of this Note all such amounts shall be recorded on a schedule attached to this
Note.  The record thereof, whether shown on such books or records or on a
schedule to this Note, shall be PRIMA FACIE evidence of the same, provided,
however, that the failure of the Bank to record any of the foregoing or any
error in any such record shall not limit or otherwise affect the obligation of
the Borrower to repay all Loans made to it pursuant to the Credit Agreement
together with accrued interest thereon.

   This Note is one of the Notes referred to in the Credit Agreement dated as of
July 28, 1995, among the Borrower, Bank of Montreal, as Agent, and others (the
"CREDIT AGREEMENT"), and this Note and the holder hereof are entitled to all the
benefits provided for thereby or referred to therein, to which Credit Agreement
reference is hereby made for a statement thereof.  All defined terms used in
this Note, except terms otherwise defined herein, shall have the same meaning as
in the Credit Agreement.  This Note shall be governed by and construed in
accordance with the internal laws of the State of Illinois.

   Prepayments may be made hereon and this Note may be declared due prior to the
expressed maturity hereof, all in the events, on the terms and in the manner as
provided for in the Credit Agreement.<PAGE>


   The Borrower hereby waives demand, presentment, protest or notice of any kind
hereunder.

                                      Maytag Corporation

                                      By___________________________
                                       Its_________________________




















































                                       -2-<PAGE>


                                    EXHIBIT B

              SUBSIDIARIES OF MAYTAG CORPORATION AS OF JULY 1, 1995


                                    JURISDICTION OF      PERCENTAGE OF
            NAME                     INCORPORATION         OWNERSHIP

Maytag Limited                         Ontario               100%
Maytag Financial Services Corp.        Delaware              100%
Dixie Narco Inc.                    West Virginia            100%
Master Care Inc.                       Illinois              100%
Holland Distributors Inc.              Delaware              100%
Maytag International Inc.              Delaware              100%
Admiral International Corp.            Delaware              100%
Crosley International Inc.             Delaware              100%
Maytag Foreign Sales Corp.          Virgin Islands           100%
Lineset PLC*                           England               100%
The Hoover Company                     Delaware              100%
Hoover Holdings Inc.                   Delaware              100%
Phase IV Products, Inc.                Delaware              100%
Hoover Mexicana S.A. de C.V.            Mexico               100%
Juver Industrial S.A. de C.V.           Mexico               100%
Readylink Limited*                  United Kingdom           100%
Hoover Commercial Limitada*             Brazil               100%
Maharashtra Investment Ltd.            Delaware              100%
Maytag International Ltd.*             England               100%
D.N. Holdings, Inc.                    Delaware              100%
Maytag Worldwide N.V.            Netherlands Antilles        100%


All Subsidiaries are Consolidated Subsidiaries.  All Subsidiaries other than
those with an asterisk next to their name are Material Subsidiaries as of
July 1, 1995.<PAGE>


                                    EXHIBIT C

                                  July 28, 1995



To each of the Banks parties to
the "CREDIT AGREEMENT" (as defined below),
and to Bank of Montreal, Chicago Branch, as Agent


Re:                        LOANS TO MAYTAG CORPORATION


Ladies and Gentlemen:

   We have acted as counsel to Maytag Corporation, a Delaware corporation (the
"BORROWER"), in connection with the $400,000,000 Credit Agreement of even date
herewith (the "CREDIT AGREEMENT") among the Borrower, the financial institutions
parties thereto (the "BANKS") and Bank of Montreal, Chicago Branch, as Agent,
and the transactions contemplated thereby.

   This opinion is furnished to you at the request of the Borrower pursuant to
Section 7.1(a) of the Credit Agreement.  Capitalized terms used herein and not
otherwise defined are used as defined in the Credit Agreement.

   In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Credit Agreement
and the promissory notes delivered on the date hereof to the Banks signatory to
the Credit Agreement (the "NOTES").

   In rendering the opinions set forth herein, we have also examined originals
or copies, certified to our satisfaction, of such (i) certificates of public
officials, (ii) certificates of officers and representatives of the Borrower,
and (iii) other documents and records, and we have made such inquiries of
officers and representatives of the Borrower, as we have deemed relevant or
necessary as the basis for such opinions.  We have relied as to factual matters
upon, and assumed the accuracy of, such certificates, the representations and
warranties of the Borrower, made in the Credit Agreement, and other statements,
documents and records supplied to us by the Borrower and we have assumed the
genuineness of all signatures (other than signatures of officers of the
Borrower) and the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.

   In rendering the opinions set forth herein, we have assumed that:

      (i)   all the parties to the Credit Agreement, other than the Borrower,
   are duly organized, validly existing, and in good standing under the laws of
<PAGE>


   their respective jurisdictions of organization and have the requisite
   corporate power to enter into the Credit Agreement; and

      (ii)  the execution and delivery of the Credit Agreement have been duly
   authorized by all necessary corporate action and proceedings on the part of
   all parties thereto other than the Borrower; the Credit Agreement has been
   duly executed and delivered by all parties thereto and constitutes the valid
   and binding obligation of all parties thereto other than the Borrower,
   enforceable against such parties in accordance with its terms; the terms and
   provisions of the Credit Agreement do not, and the execution, delivery and
   performance thereof by each of the parties thereto other than the Borrower
   will not, violate or conflict with the certificate of incorporation or bylaws
   of any such party, any contract or indenture to which it is a party or by
   which it is created or bound, or any law, order or decree of any court,
   administrative  agency  or  other governmental authority applicable to any
   such party.

   Based upon the foregoing and subject to the qualifications stated herein, we
are of the opinion that, as of the date hereof:

   1. The Borrower has been duly organized and is validly existing and in good
standing under the laws of the State of Delaware.  The Borrower has the
requisite corporate power and authority to conduct its business as currently
conducted.

   2. The Borrower has the requisite corporate power and authority to execute,
deliver and perform its obligations under the Credit Agreement and the Notes.
Such execution, delivery and performance:

      (a)   have been duly authorized by all necessary and proper corporate
   action of the Borrower,

      (b)   do not violate any provision of the certificate of incorporation or
   by-laws of the Borrower or require any approval of the Borrower's
   stockholders, and

      (c)   will not violate any law or regulation of the State of Illinois
   (including, without limitation, any usury laws) or of the United States of
   America applicable to the Borrower.

   3. The Credit Agreement and the Notes constitute the valid and binding
obligations of the Borrower, enforceable in accordance with their respective
terms.

   4. The Borrower is not an "INVESTMENT COMPANY" registered or required to be
registered under the Investment Company Act of 1940, as amended, or, to our
knowledge, controlled by such a company.

   5. No approval, consent or authorization of, or filing or registration with,
any governmental department, agency or instrumentality is necessary for the









                                       -2-<PAGE>


Borrower's execution or delivery of the Credit Agreement or the Notes or for the
Borrower's performance of any of the terms thereof.

   Our opinions above are subject to the following qualifications:

      (a)   Our opinions relating to validity, binding effect and enforceability
   in Paragraph 3 above are subject to limitations imposed by any applicable
   bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and
   similar laws affecting creditors' rights generally.  In addition, our
   opinions relating to enforceability in Paragraph 3 above are subject to (i)
   the effect of general principles of equity (regardless of whether considered
   in a proceeding in equity or at law) and (ii) limitations imposed by public
   policy under certain circumstances on the enforceability of provisions
   indemnifying a party against liability for its own wrongful or negligent
   acts.  In applying principles of equity referred to in clause (i) above, a
   court, among other things, might not allow a creditor to accelerate maturity
   of a debt upon the occurrence of a default deemed immaterial.  Such
   principles applied by a court might include a requirement that a creditor act
   reasonably and in good faith.

      (b)   Certain provisions of the Credit Agreement may be unenforceable in
   whole or in part, but the inclusion of such provisions does not affect the
   validity of the Credit Agreement; however, the unenforceability of such
   provisions may result in delays in the enforcement of the Agent's and the
   Banks' rights and remedies under the Credit Agreement (and we express no
   opinion as to the economic consequences, if any, of such delays).

      (c)   We express no opinion as to the effect of the compliance or
   noncompliance of the Agent or any of the Banks with any state or federal laws
   or regulations applicable to the Agent or any of the Banks because of the
   Agent's or any of the Banks' legal or regulatory status, the nature of the
   business of the Agent or any of the Banks or the qualification of any such
   party to conduct business in any jurisdiction.

   The foregoing opinions are limited to the laws of the United States and the
State of Illinois and the General Corporation Law of the State of Delaware, and
we express no opinion with respect to the laws of any other state or
jurisdiction.

   Whenever in this opinion reference is made to our knowledge, such reference
is to the conscious awareness of Dennis V. Osimitz and Jeffrey S. Rothstein of
information regarding factual matters.  With respect to such matters, such
persons have not, with your express permission and consent, undertaken any
investigation or inquiry either of other lawyers, files maintained by the firm,
or officers or employees of the Borrower or any of its Subsidiaries.  The
reference to "CONSCIOUS AWARENESS" as used in this paragraph has the meaning
given that phrase in the THIRD-PARTY LEGAL OPINION REPORT, INCLUDING THE LEGAL
OPINION ACCORD, OF THE SECTION OF BUSINESS LAW, AMERICAN BAR ASSOCIATION, 47
Bus. Law. 167, 192 (1991).










                                       -3-<PAGE>


   The opinions expressed herein are being delivered to you as of the date
hereof and are solely for your benefit in connection with the transactions
contemplated in the Credit Agreement and may not be relied on in any manner or
for any purpose by any other person, nor any copies published, communicated or
otherwise made available in whole or in part to any other person or entity
without our express prior written consent, except that you may furnish copies
thereof to any party that becomes a Bank after the date hereof pursuant to the
Credit Agreement.  We do not express any opinion, either implicitly or
otherwise, on any issue not expressly addressed in numbered Paragraphs 1 through
5.  The opinions expressed above are based solely on facts, laws and regulations
existing or in effect on the date hereof, and we assume no obligation to revise
or supplement this opinion should such facts change or should such laws or
regulations be changed by legislative or regulatory action, judicial decision or
otherwise, notwithstanding that such changes may affect the legal analysis or
conclusions contained herein.


                                           Very truly yours,









































                                       -4-<PAGE>


                                    EXHIBIT D

                                  July 28, 1995



To each of the Banks parties to
the "CREDIT AGREEMENT" (as defined below),
and to Bank of Montreal, as Agent


   Re:                     LOANS TO MAYTAG CORPORATION

Ladies and Gentlemen:

   I am Vice President and General Counsel of Maytag Corporation, a Delaware
corporation (the "BORROWER").  I am familiar with the $400,000,000 Credit
Agreement of even date herewith (the "CREDIT AGREEMENT") among the Borrower, the
financial institutions parties thereto (the "BANKS") and Bank of Montreal, as
Agent, and the transactions contemplated thereby.

   This opinion is furnished to you at the request of the Borrower pursuant to
Section 7.1(a) of the Credit Agreement.  Capitalized terms used herein and not
otherwise defined are used as defined in the Credit Agreement.

   In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of the Credit Agreement
and the promissory notes delivered on the date hereof to the Banks signatory to
the Credit Agreement (the "NOTES").

   In rendering the opinions set forth herein, I have also examined originals or
copies, certified to my satisfaction, of such (i) certificates of public
officials, (ii) certificates of officers and representatives of the Borrower,
and (iii) other documents and records, and I have made such inquiries of
officers and representatives of the Borrower, as I have deemed relevant or
necessary as the basis for such opinions.  I have relied as to factual matters
upon, and assumed the accuracy of, such certificates and other statements,
documents and records supplied to me by the Borrower and I have assumed the
genuineness of all signatures (other than signatures of officers of the
Borrower) and the authenticity of all documents submitted to me as originals and
the conformity to original documents of all documents submitted to me as
certified or photostatic copies.

   Based upon the foregoing and subject to the qualifications stated herein, I
am of the opinion that, as of the date hereof:

   1. The Borrower has the requisite corporate power and authority to execute,
deliver and perform its obligations under the Credit Agreement and the Notes.
Such execution, delivery and performance:<PAGE>


      (a)   have been duly authorized by all necessary and proper corporate
   action of the Borrower,

      (b)   do not violate any provision of the certificate of incorporation or
   by-laws of the Borrower or require any approval of the Borrower's
   stockholders, and

      (c)   to my knowledge, do not violate any material indenture or agreement
   to which the Borrower is a party or by which it is bound or any provision of
   any judgment or decree applicable to the Borrower.

   2. There is no litigation or governmental proceeding pending or, to my
knowledge, threatened, against the Borrower or any Subsidiary which could
reasonably be expected to (i) materially adversely affect the business and
properties of the Borrower and its Subsidiaries on a consolidated basis or (ii)
impair the validity or enforceability of the Credit Agreement or the Notes or
materially impair the ability of the Borrower to perform its obligations under
the Credit Agreement or the Notes.

   3. The Credit Agreement and the Notes have been duly executed and delivered
by a duly authorized officer of the Borrower.

   The foregoing opinions are limited to the laws of the United States and the
State of Iowa, and the General Corporation Law of the State of Delaware, and I
express no opinion with respect to the laws of any other state or jurisdiction.

   The opinions expressed herein are being delivered to you as of the date
hereof and are solely for your benefit in connection with the transactions
contemplated in the Credit Agreement and may not be relied on in any manner or
for any purpose by any other person, nor any copies published, communicated or
otherwise made available in whole or in part to any other person or entity
without my express prior written consent, except that you may furnish copies
thereof to any party that becomes a Bank after the date hereof pursuant to the
Credit Agreement.  I do not express any opinion, either implicitly or otherwise,
on any issue not expressly addressed in numbered Paragraphs 1, 2 and 3.  The
opinions expressed above are based solely on facts, laws and regulations
existing or in effect on the date hereof, and I assume no obligation to revise
or supplement this opinion should such facts change or should such laws or
regulations be changed by legislative or regulatory action, judicial decision or
otherwise, notwithstanding that such changes may affect the legal analysis or
conclusions contained herein.


                                           Very truly yours,















                                       -2-<PAGE>


                                    EXHIBIT E

                             COMPLIANCE CERTIFICATE

   This Compliance Certificate is furnished to Bank of Montreal as Agent
pursuant to that certain Credit Agreement dated as of July 28, 1995 by and among
Maytag Corporation (the "BORROWER"), the Banks party thereto, and Bank of
Montreal, as Agent (the "CREDIT AGREEMENT").  Unless otherwise defined herein,
the terms used in this Compliance Certificate have the meanings ascribed thereto
in the Credit Agreement.

   THE UNDERSIGNED ON BEHALF OF THE BORROWER HEREBY CERTIFIES THAT:

      1. I am the duly elected treasurer of the Borrower;

      2. I have reviewed or caused to be reviewed the terms of the Credit
   Agreement and I have made or have caused to be made under my supervision, a
   detailed review of the transactions and conditions of the Borrower during the
   accounting period covered by the attached financial statements;

      3. The examinations described in paragraph 2 did not disclose, and I have
   no knowledge of, the existence of any condition or the occurrence of any
   event which constitutes a Default or Event of Default during or at the end of
   the accounting period covered by the attached financial statements or as of
   the date of this Certificate, except as set forth below;

      4. The representations and warranties contained in Section 6 of the Credit
   Agreement are true and correct as though made on the date hereof, except as
   set forth below;

      5. The Borrower is in compliance with all covenants contained in Section 8
   of the Credit Agreement, except as set forth below.

      6. The Attachment hereto sets forth financial data and computations
   evidencing the Borrower's compliance with certain covenants of the Credit
   Agreement, all of which data and computations are, to the best of my
   knowledge, true, complete and correct and have been made in accordance with
   the relevant Sections of the Credit Agreement.<PAGE>


   Described below are the exceptions, if any, to paragraphs 3, 4 and 5 by
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action the Borrower has taken, is taking, or
proposes to take with respect to each such condition or event:
    _____________________________________________________________________
    _____________________________________________________________________
    _____________________________________________________________________
    _____________________________________________________________________

   The foregoing certifications, together with the computations set forth in the
Attachment hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this _________ day of________        
19__ .


                                           Maytag Corporation


                                           By_____________________________
                                             Its Treasurer




































                                       -2-<PAGE>


                      Attachment To Compliance Certificate
                  Compliance Calculations for Credit Agreement
                            Dated as of July 28, 1995
                     Calculations as of _____________, 19__


_____________________________________________________________________________

      A. LEVERAGE RATIO (SECTION 8.6)

          1. Consolidated Indebtedness                           $__________

          2. Consolidated Net Worth of the Borrower              $__________

          3. Sum of Lines 1 and 2                                $__________

          4. Ratio of Line 1 to 3 (Line 4
             Ratio must be equal to or less
             than .55:1.00)                                       _____:1.00

      B. INTEREST COVERAGE RATIO (SECTION 8.7)

          1. Consolidated Income Before Interest and Taxes       $__________

          2. Consolidated Interest Expense                       $__________

          3. Ratio of Line 1 to 2 (Line 3
             Ratio must be equal to or greater
             than 2.50 to 1.00)                                    _____1.00






























                                       -1-<PAGE>